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San Francisco Public Library 



Government Information Center 
San Francisco Public Library 
100 Lafkin Street 5th Floor 
San Francisco, CA 94102 

REFERENCE BOOK 

Not to be taken from the Library 




SAN FRANCISCO PORT COMMISSION 

Rodney Fong, President 

Stephanie Shakofsky, Vice President 

Kimberly Brandon, Commissioner 

Michael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

Monique Moyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 

AGENDA 

TUESDAY, MARCH 10, 2009 

2:00 P.M. CLOSED SESSION 

3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA 94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfport.com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 



1 . CALL TO ORDER / ROLL CALL 

2. APPROVAL OF MINUTES - February 24, 2009 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 



GOVERNMENT 
DOCUMENTS DEPT 

MAR - 6 2009 



4. EXECUTIVE SESSION SAN FRANCISCO 

PUBLIC LIBRARY 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. ° 

(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-Citv/Port representative.* 

a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 

A031 02009 

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3 1223 08679 1747 



generally by China Basin, the San Francisco Bay, Mission Rock 

Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 

Development 

* Negotiating Parties : 

(1) San Francisco Giants, Wilson Meany Sullivan, Kenwood 

Investments, The Cordish Company, Stockbridge Capital, Farallon 

Capital Management, LLC 

Under Negotiations: Price Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 
China Basin Park, and Pier 48. In this executive session, the Port 
intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report 

• Carnival Splendor Port of Call - March 21 and 23, 2009 

• Earth Hour - March 28, 2009 

8. FINANCE AND ADMINISTRATION 

A. Request approval, pursuant to California Fair Political Practices Commission 
Regulation 18944.1(c), of a policy for distribution of tickets and passes gifted 
to the Port of San Francisco. (Resolution No. 09-1 1) 

A031 02009 



9. REAL ESTATE 

A. Request authorization to offer through competitive bid two (2) three-year 
leases for surface parking: Bid Opportunity A: Seawall Lot 301 commonly 
known as the Triangle Parking Lot, bounded by Taylor Street, Jefferson 
Street, and Powell Street and SWL 314 bounded by the Embarcadero, Bay 
Street, and Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 
bounded by Front Street and Broadway, SWL 323 bounded by Davis Street 
and the Embarcadero, SWL 321 bounded by Front Street, Green Street and 
the Embarcadero and SWL 324 bounded by Davis Street, Front Street and 
the Embarcadero all located in the Northern Waterfront. (Resolution No. 09- 
13) 

10. ENGINEERING 

A. Request authorization to award a Professional Services Contract in an 
amount not to exceed $75,000 to San Francisco State University to provide 
an educational program and water quality monitoring at Pier 45, Fisherman's 
Wharf. (Resolution No. 09-14) 

B. Request authorization to award Construction Contract No. 2725, Pier 80 
Security Fences Project, to Crusader Fence Co., Inc. in an amount not-to- 
exceed $172,900, and to increase the contract amount by 10% (or $17,290) 
through contract modification or change order for a total of $190,190, in the 
event of unanticipated contingencies. (Resolution No. 09-15) 

C. Request authorization to advertise a Request for Qualifications (RFQ) 
soliciting As-Needed Engineering and Related Professional Services for three 
contracts, at $1.5 million each, totaling $4.5 million. (Resolution No. 09-16) 

11. NEW BUSINESS /AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational Presentation regarding freight rail service to the Port of San 
Francisco (March 24, 2009) 

• Request approval of lease amendment with San Francisco Bay Railroad 
(March 24, 2009) 

• Request authorization to enter into a Memorandum of Understanding with 
the San Francisco Municipal Transportation Agency for the Port of San 
Francisco to relinquish its rights to cargo freight rail service north of Cesar 
Chavez along Illinois Street (March 24, 2009) 

• Request approval of Self-Operation and Maintenance of Foreign Trade 
Zone (March 24, 2009) 

• Request approval of lease with Raisch Products, Inc. and S.F. Recycling 
and Disposal, Inc. for the Construction Materials Recycling Center at SWL 
352 (March 24, 2009) 

A03 102009 



• Request authorization to award a contract for Brownfields Environmental 
Investigation for Pier 70 (March 24, 2009) 

• Request authorization to award the Seawall Lot 337 Development 
Opportunity (April 28, 2009) 

• Informational presentation regarding Lease No. L-14630 with D & G 
Company, a California Limited Liability Corporation, doing business as 
Lou's Pier 47 for a term of fifteen years and accompanying Sidewalk 
Encroachment Permit and Revocable License to use Property No. 14651 
for a month-to-month term (April 28, 2009) 

• Request authorization to award three As-Needed Engineering and Related 
Professional Services contracts, at $1.5 million each, totaling $4.5 million 
(May 12, 2009) 

• Request authorization to award the Parking Lot RFP (May 26, 2009) 

• Update on the Port's General Obligation Bond Program (June 9, 2009) 

• Request approval of Lease L-14646 with San Francisco Soccer, a non- 
profit corporation, for a term of two years for premises located at the valley 
of Pier 27-29 (Date to be determined) 

• Request authorization to award Pier 45 drainage improvements project 
(Date to be determined) 

• Informational Presentation regarding the status of PG&E's environmental 
investigation at the Potrero Power Plant shoreline (Date to be determined) 

• Informational Presentation regarding Memorandum of Understanding No. 
M-14534 between the Port and the San Francisco Public Utilities 
Commission for Solar Panels installation on the Lighter Freight Facility at 
Pier 96 (Date to be determined) 

• Request approval of a Memorandum of Understanding No. M-14534 
between the Port and the San Francisco Public Utilities Commission for 
Solar Panels installation on the Lighter Freight Facility at Pier 96 (Date to 
be determined) 

• Request approval of Tripartite Agreement among Port, Baydelta Maritime, 
Inc. and the Exploratorium regarding relocation of Baydelta from Pier 15 to 
Pier 17 as part of the Exploratorium's Historic Rehabilitation Project at 
Piers 15/17, located on the Embarcadero at Green Street (Date to be 
determined) 

12. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

A031 02009 

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13. COMMUNICATIONS 

Communications to the Port Commission from February 19 to March 5, 2009: 

From Supervisor David Chiu, regarding SWL 351 

From Dennis Mackenzie, Round the Diamond, regarding SWL 337 

From the Potrero Boosters Neighborhood Association, copy of the Potrero 

Community Voice newsletter 

From Lee Radner, Friends of Golden Gateway, regarding SWL 351 

From Simon Snellgrove, San Francisco Pacific Waterfront Partners LLC, 

regarding SWL 351 

From Bill Sauro, President of the Barbary Coast Neighborhood Association, 

From Ian Berke, regarding Sidewalk Parking Vicinity of Pier Vt. 

From Christopher Kenney, Bay View Boat Club Commodore 2009, regarding 

Public Launch Ramp/Bay View Boat Club Metered Parking Proposal 

14. ADJOURNMENT 



A03 102009 



MARCH/APRIL 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 

Date Time Group Location 

March 24 2:00 p.m. Closed Session/Port Commission Port Commission Room 

3:15 p.m. Open Session @ Ferry Building 
April 14 CANCELLED 

April 28 2:00 p.m. Closed Session/Port Commission Port Commission Room 

3:15 p.m. Open Session @ Ferry Building 

NOTES: 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nernev@sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a bi-monthly basis, oh the third 
Thursday of the month, from 1 1:30 a.m. to 1:30 p.m. @ Pier 1. Contact Jim Maloney @ 274- 
0519 or iim.malonev@sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

_ • 

The Northeast Waterfront Advisory Group (NEW AG) meets regularly on a bi-monthly basis on 

the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 

@ Pier 1. Contact Jennifer Sobol @ 274-0548 or iennifer.sobol@sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez@sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre@sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1. Contact Dan 
Hodapp @ 274-0625 or dan.hodapp@sfport.com 

A031 02009 

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ACCESSIBLE MEETING INFORMATION 
FERRY BUILDING: 



The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 



A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 



The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A03 102009 

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Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (41 5) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf@sfqov.org . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 



The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and report 
lobbying activity. For more information about the Lobbyist Ordinance, please contact 
the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San Francisco, CA 
94102, phone (415) 581-2300 or fax (415) 581-2317; web site: www.sfqov.org/ethics . 



A03 102009 

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PORT* 



SAN FRANCISCO 



MEMORANDUM 

March 3, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

FROM: Monique Moyer Jyf jJ u/JL^ 

Executive Director ^ ' ' o 

SUBJECT: Request approval, pursuant to California Fair Political Practices Commission 
Regulation 18944.1(c), of a policy for distribution of tickets and passes gifted 
to the Port of San Francisco 

DIRECTOR'S RECOMMENDATION: Approve attached resolution 

Background 

The Port of San Francisco periodically receives tickets and passes to various events and 
excursions at no cost to the Port that are subsequently distributed to Port staff and 
Commissioners for their use. The California Fair Political Practices Commission 
Regulation 18944.1, subdivision (c) was recently amended to require that any distribution 
of tickets or passes by a government agency to, or at the behest of, its employees and 
officials must be made pursuant to a duly adopted written policy by a governing body. 
Such policy shall (1 ) require that the distribution of tickets or passes by the agency to or at 
the behest of an official is to accomplish a public purpose of the agency, (2) set forth the 
public purposes of the agency to be accomplished by the distribution of tickets or passes, 
and (3) prohibit the transfer of any ticket or pass from an official to any other person, 
except to members of the official's immediate family solely for their personal use. To be in 
compliance with this regulation, Port staff are requesting the Port Commission to adopt the 
attached resolution, the substance of which is described in more detail below. 

Proposed Port Policy Regarding Distribution of Gifted Tickets and Passes 

The following is a description of the proposed policy regarding distribution of gifted tickets 
and passes that complies with State law. 



THIS PRINT COVERS CALENDAR ITEM NO. 8A 



3 T OF SAN FRANCISCO 








. 


PAX 415 274 0528 


wfr sfnnrt rnm 



1 . Public Purposes of Distribution of Gifted Tickets or Passes . The distribution of any 
gifted ticket or pass by the Port of San Francisco ("Port") to, or at the behest of, a Port 
employee or officer shall promote one of the following public purposes: 

• Maritime commerce, navigation, fisheries, or public recreation within the Port's 
jurisdiction. 

Economic development or employment. 
Local businesses. 

City tourism, including conferences, conventions, and special events. 
City-run, sponsored or supported community programs. 
Community programs within San Francisco, including programs supported by 
charitable and nonprofit organizations. 
Exchange programs with foreign officials and representatives. 
Public exposure to, and awareness of, the recreational, cultural, and educational 
facilities available to the public within the City and the Port's jurisdiction. 

• Any purpose similar to the above included in any City or Port contract. 

The Port Commission and the Executive Director shall each have independent authority to 
determine whether a public purpose exists and to distribute gifted tickets and/or passes in 
accordance with this policy. 

2. Prohibition on Transfer 

A Port employee or officer who has received a gifted ticket or pass distributed under this 
policy shall not transfer such gifted ticket or pass to any other person, except to the 
employee or officer's spouse, domestic partner recognized by State law, or dependent 
children, solely for their personal use. 

3. Disclosure 

The Port shall report the distribution of any gifted tickets or passes under this policy by 
posting such distribution on its website in a prominent fashion within 30 days after 
distributing the ticket as required by State law. The Port may comply with this requirement 
by posting Fair Political Practices Commission Form 802, as amended from time to time 
by the Fair Political Practices Commission. 

The Port shall post this policy on its website in a prominent fashion. 

Conclusion 

Port staff recommend that the Port Commission adopt the attached resolution outlining the 
Port's policy regarding distribution of gifted tickets and passes by the Port of San 
Francisco. 



Prepared by: Tina Olson, Deputy Director 
Finance and Administration 
-2- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-11 



WHEREAS, 
WHEREAS, 



WHEREAS, 
WHEREAS, 

RESOLVED, 



The Port of San Francisco periodically receives gifted tickets and passes to 
events and excursions at no cost to the Port; and 

The California Fair Political Practices Commission Regulation 18944.1 
subdivision (c) was recently amended to require that any distribution of 
tickets or passes by a government agency to, or at the behest of, its 
employees and officials must be made pursuant to a duly adopted written 
policy by a governing body; and 

The San Francisco Port Commission is the Port of San Francisco's 
governing body; and 

The San Francisco Port Commission sets forth that gifted tickets or passes 
may be distributed to its employees and officials provided that such 
distribution meets a public purpose; now, therefore be it 

That the San Francisco Port Commission hereby adopts the attached 
policy regarding the distribution of gifted tickets and passes by the Port of 
San Francisco as required by Section 18944.1(c) of the California Fair 
Political Practices Commission Regulation. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission 
at its meeting of March 10, 2009. 



Secretary 



POLICY REGARDING DISTRIBUTION OF GIFTED TICKETS AND PASSES 

BY THE PORT OF SAN FRANCISCO 

Policy Date: March 2009 

Fair Political Practices Commission Regulation 18944.1, subdivision (c), requires that any 
distribution of gifted tickets or passes by a government agency to, or at the behest of, its 
employees and officials must be made pursuant to a duly adopted written policy. 

Such policy shall (1) require that the distribution of gifted tickets or passes by the agency 
to, or at the behest of, an official accomplish a public purpose of the agency, (2) set forth 
the public purposes of the agency to be accomplished by the distribution of gifted tickets 
or passes, and (3) prohibit the transfer of any gifted ticket or pass from an official to any 
other person, except to members of the official's immediate family solely for their personal 
use. 

1 . Public Purposes of Distribution of Gifted Tickets or Passes . The distribution of 
any gifted ticket or pass by the Port of San Francisco ("Port") to, or at the behest of, a Port 
employee or officer shall promote one of the following public purposes: 

D Maritime commerce, navigation, fisheries, or public recreation within the Port's 
jurisdiction. 

□ Economic development or employment. 

□ Local businesses. 

□ Tourism in San Francisco, including conferences, conventions, and special events. 
D City-run, sponsored or supported community programs. 

□ Community programs within San Francisco, including programs supported by 
charitable and nonprofit organizations. 

D Exchange programs with foreign officials and representatives. 

D Public exposure to, and awareness of, the recreational, cultural, and educational 

facilities available to the public within the City and the Port's jurisdiction. 
D Any purpose similar to the above included in any City or Port contract. 

The Port Commission and the Executive Director shall each have the independent 
authority to determine whether a public purpose exists and to distribute gifted tickets 
and/or passes in accordance with this policy. 

2. Prohibition on Transfer. A Port employee or officer who has received a gifted 
ticket or pass distributed under this policy shall not transfer such ticket or pass to any 
other person, except to the employee or officer's spouse, domestic partner recognized by 
state law, or dependent children, solely for their personal use. 

3. Disclosure. The Port shall report the distribution of any gifted tickets or passes 
under this policy by posting on its website in a prominent fashion within 30 days after the 
ticket distribution all information required by State law. The Port may comply with this 
requirement by posting Fair Political Practices Commission Form 802, as amended from 
time to time by the Fair Political Practices Commission. 

The Port shall post this policy on its website in a prominent fashion. 






pomv_ 

SAN PRANCISCO 



MEMORANDUM 



TO: 



March 5, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



FROM: MoniqueMoyer aA U tA tj^ 

Executive Director y /y ' * / 

SUBJECT: Request authorization to offer through competitive bid two (2) three-year 
leases for surface parking: Bid Opportunity A: Seawall Lot 301 commonly 
known as the Triangle Parking Lot, bounded by Taylor Street, Jefferson 
Street, and Powell Street and SWL 314 bounded by the Embarcadero, Bay 
Street, and Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 
bounded by Front Street and Broadway, SWL 323 bounded by Davis Street 
and the Embarcadero, SWL 321 bounded by Front Street, Green Street and 
the Embarcadero and SWL 324 bounded by Davis Street, Front Street and 
the Embarcadero all located in the Northern Waterfront. 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 



BACKGROUND 



The Port of San Francisco owns a number of surface parking lots that it directly leases to 
parking lot operators. In fiscal year 2007-08 these surface parking lots generated $7.7 
million in revenue to the Port. Five of the six lots were last bid between 2002 and 2005 
and have all expired. They have continued on a month-to-month basis since then. 
Seawall Lot 301 was originally established as a month-to-month lease in 1994. All six of 
these leases are part of the Port's Month-to-Month leasing renewal project reviewed by the 
San Francisco Board of Supervisors on December 10, 2008 and the Port Commission on 
January 13, 2009. 

It is the policy of the Port to periodically offer these lots for public bid in accordance with 
the Administrative Code of the City and County of San Francisco. Therefore, Port staff is 
requesting authorization from the Port Commission to offer through the competitive 

THIS PRINT COVERS CALENDAR ITEM NO. 9A 



IT OF SAN FRANCISCO 



!TO 

- 



bidding process two opportunities for the operation of surface public parking lots in the 
Northern Waterfront. 

These lots are leased to private parking lot operators with rent paid to the Port based on 
the greater of the minimum rent against percentage rent. These lots service a very diverse 
customer base such as commuters, tourists, local merchant patrons including restaurants 
and shops, visitors to the Port, and cruise ship passengers. Additionally all lots must be 
operated in accordance with all City of San Francisco ordinances and rules relating to 
revenue capture and tax payment. 

The goal of the Port regarding the operation of these lots is to ensure that each lot is run 
effectively and efficiently while providing parking services for the Port's diverse customer 
base. The Port's desire is that these parking lots are operated with a mix of parking 
options such as hourly, daily, and valet parking, along with monthly parking options where 
permitted. 

PROPOSED BID PROCESS 

The Port will accept sealed bids for opportunities to operate the surface parking lots. The 
lots are referred to as Opportunity A and Opportunity B. Prospective bidders may submit 
bids for either one or both Opportunities. 

All bids must be hand delivered in separate sealed envelopes and clearly marked "Bid for 
Parking Lot Operations for Opportunity A" or "Bid for Parking Lot Operations for 
Opportunity B" and be received by 2:00 P.M., PST, on Wednesday, April 22, 2009, at the 
Port of San Francisco offices located at Pier 1 , San Francisco, California 941 1 1 . The 
proposed bid amount must be listed on the Bid Form(s) that is an attachment to the bid 
package. 

There will be a public opening of the bids at 12:00 P.M., PST, on Thursday, April 23, 2009, 
at the Port of San Francisco offices, Pier 1, Bayside 1 Conference Room, San Francisco, 
California 941 11. The winning bid will be subject to verification of bid requirements. 

The process will culminate in two leases, with a term of three (3) years each. The 
successful bidders will be those that propose the highest rent for the parcels and that 
meet the minimum qualifications for experience and financial standing. 

The rent for each Opportunity shall be bid as a minimum base rent versus percentage rent 
basis, pursuant to the minimum acceptable bid requirements set forth below. The monthly 
minimum rent for the lease will be subject to an annual fixed rent adjustment of 3.5%. In 
addition, the Port shall retain the right to recapture, amend or modify all or part of any 
surface parking lot premises upon sixty (60) days' written notice to the tenant. 

The three-year leases shall be in substantial conformance with the Port Commission 
standard triple net lease form and subject to Port Commission approval. The Board of 
Supervisors approval is also required if the total anticipated revenues derived from each 
lease exceeds $1 million dollars over the three year term. Under the San Francisco City 



Charter, a Real Estate Lease with a total value in rents received in the amount of $1 
million dollars or a term of ten (10) years or more requires Board of Supervisors' approval. 

BIDDER QUALIFICATIONS 

In order to be deemed responsive and therefore be considered for lease award, a bidder 
must meet the following minimum experience and financial qualifications: 

1 . The bidder must have managed not less than 250 contiguous parking spaces with 
combined monthly gross revenue of at least $30,000 (including parking tax) for a 
minimum of thirty-six (36) consecutive months within the past five (5) years. In the 
case of a joint venture at least one of the partners must satisfy this requirement. 

2. Demonstrate good financial standing, the ability to perform the financial obligations 
under the lease and have a satisfactory record with other parking contracts. Each 
bidder must also meet the Port's standard criteria for credit worthiness. The 
Financial Responsibility and Experience Questionnaire, and the Application for 
Lease will be used to evaluate a bidder's financial condition. 

3. Completion of the Human Rights Commission work force forms A&B. 

Bidders without the minimum experience or a good financial standing will be deemed non- 
responsive and their bid(s) will be rejected. 



PROPOSED BID TIMELINE 

1 . Port Commission approval to issue RFP 

2. Issuance of RFP 

3. Pre-submittal meeting and site visit 

4. Submittal of Proposals due 

5. Bid opening 

6. Staff due diligence review of winning bidder(s) 

7. Recommendation to Port Commission 

8. Board of Supervisor approval anticipated 

9. Lease(s) anticipated to commence effective 



March 10,2009 
March 1 1 , 2009 
March 18,2009 
April 22, 2009 
April 23, 2009 
April 24-30, 2009 
May 26, 2009 
June 2009 
July 2009 



-3- 






PROPOSED BID OPPORTUNITES 

Bid Opportunity A: Approximately 102,659.99 total square feet consisting of SWL 301 , 
commonly know as the Triangle parking lot located in the heart of Fisherman's Wharf , 
bounded by Taylor Street, Jefferson Street, and Powell Streets and SWL 314 bounded by 
the Embarcadero, Bay Street, and Kearny Street, as shown on the attached maps. 

• SWL 301 is approximately 71 , 545 square feet with approximately 286 self directed 
parking stalls. This lot primarily services Fisherman's Wharf merchants such as 
restaurants, shops, and Wharf visitors. The goal of the Port is for this lot to provide 
hourly and daily parking options for the Fisherman's Wharf area. The Port will 
prohibit monthly parking in this lot at all times. 



• 



SWL 314 is approximately 31,114.9 square feet with approximately 124 self 
directed parking stalls. SWL 314 is at the gateway to Fisherman's Wharf and Pier 
39. The lot is located on the Embarcadero and bounded by Bay Street. This lot 
primarily services the Pier 35 Cruise Terminal passengers, Fisherman's Wharf 
merchants, Pier 39 visitors, as well as local merchants and area commuters. The 
Port will require that a minimum of 10% of the total parking stalls be dedicated to 
hourly parking to service the local merchants. 

Bid Opportunity B: Approximately 147,915.3 total square feet consisting of SWL 322-1 
bounded by Front Street and Broadway, SWL 323 bounded by Davis Street and the 
Embarcadero and SWL 324 bounded by Davis Street, Front Street and the Embarcadero, 
as shown on the attached maps. 



• 



SWL 322-1 is approximately 37,810 square feet with approximately 151 self 
directed parking stalls. SWL 322-1 is located on Front Street in the heart of the 
"Media Gultch" area. This lot primarily servers commuters but also provide parking 
options for the surrounding merchants and media companies. 

• SWL 323 and SWL 324 is a contiguous parking lot that is approximately 56,909 
square feet with approximately 227 self directed parking stalls. The Lot primarily 
provides parking for commuters and local businesses. 

• SWL 321 is approximately 53,199 square feet with approximately 212 self directed 
parking stalls. The lot primarily provides parking for commuters and local 
merchants. The Port will retain the right to recapture, amend or modify to require 
specific operating requirements of the operator including a cost validation system. 
The fees charged will reflect the then current market rates to support the 
Exploratorium Project that will be located at Pier 15-17. The Exploratorium is 
anticipated to open in December 201 1 . 

PROPOSED MINIMUM LEASE TERMS AND CONDITIONS 

1 . Term : Three (3) years 






2. Annual minimum rent adjustment: 3.5% 

3. Minimum Acceptable Bid : Percentage Rent: no less than 66% of gross receipts per 
month, to the extent greater than Minimum Rent. 

• Bid Opportunity A: Minimum Rent Bid amount: no less than $88,129.47 per 
month. 

• Bid Opportunity B: Minimum Rent Bid amount no less than $131,180.45 per 
month 

4. Port's Option to Expand Premise: Should an opportunity for additional surface public 
parking become available, the Port shall have the option to expand the Premises to 
certain sites contiguous or non-contiguous to the Premises but within Port jurisdiction 
("Expansion Site") for the sole purpose of providing surface public parking. For 
operations of the Expansion Site(s), Tenant shall pay a percentage rent to the Port of 
66% of gross receipts, after parking taxes. The successful bidder for Opportunity A 
expansion option is limited to Pier 45, Shed A & C. The successful bidder for 
Opportunity B expansion option is north of the Ferry Building excluding Pier 45, Shed A 
& B, see attached map of current expansion sites. 

5. Improvements : The tenant will accept the parking lot in its "AS IS" condition and will be 
responsible for all necessary maintenance and compliance with laws. However, should 
the Port Commission adopt a policy for Parking Lot beautification, the Port reserves the 
right to negotiate funding of such improvements with the tenant. 

6. City Requirements: The City will have the right to require the successful bidder(s) to 
provide space for the City Car Share Program, Zip Car Share, and to provide space for 
electric vehicle charging stations and equipment at the sole cost of the particular 
vendor not the parking operator(s). 

7. Termination Rights : The Port will have the right to terminate the Lease for any reason 
upon no less than 60 days' written notice. 

8. Prevailing Wages : The Lease will require the tenant to pay its employees wages at 
least equal to the highest general prevailing rate of wages as paid for similar work in 
the City and County of San Francisco in private employment, as determined by the 
Board of Supervisors pursuant to Section 6.37 of the City's Administrative Code. 

9. Revenue Monitoring Eguipment: The Lease shall require the tenant to utilize revenue 
control equipment approved by the City and County of San Francisco. The lease shall 
be subject to periodic auditing. 

10. Approval : Port staff will present the successful bidder(s) to the Port Commission for 
approval and recommend said lease(s) be forwarded to the Board of Supervisors for 
approval. 



RECOMMENDATIONS 

Staff recommends that the Port Commission approve the attached resolution authorizing 
Port staff to prepare and offer, through competitive bid, two (2) leases with three year 
terms for public parking lot operations through the competitive bid process: Bid 
Opportunity A: Seawall Lot 301 commonly known as the Triangle Parking Lot, bounded by 
Taylor Street, Jefferson Street, and Powell Street and SWL 314 bounded by the 
Embarcadero, Bay Street, and Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 
bounded by Front Street and Broadway, SWL 323 bounded by Davis Street and the 
Embarcadero, SWL 321 bounded by Front Street, Green Street and the Embarcadero and 
SWL 324 bounded by Davis Street, Front Street and the Embarcadero all located in the 
Northern Waterfront. 



Prepared by: Jeffrey A. Bauer 

Senior Commercial Leasing Manager 

For: Susan Reynolds 

Deputy Director of Real Estate 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-13 

Charter Section B3.581 empowers the Port Commission with the power 
and duty to use, conduct, operate, maintain, manage, regulate and 
control Port area of the City and County of San Francisco; and 

surface parking generates a significant revenue stream to the Port, and 
the Port desires to operate its parking lots in an efficient manner while 
maximizing revenues; and 

the Port requires continued operation of Seawall Lots 301,314 321,322-1, 
323, and 324, all located in the Northern Waterfront on an interim basis for 
public parking by both Port tenants and the public; and 

Port staff is seeking authorization to offer through competitive bid two (2) 
three-year leases for surface parking lots operated in the Northern 
Waterfront: Bid Opportunity A: Seawall Lot 301 commonly known as the 
Triangle Parking Lot, bounded by Taylor Street, Jefferson Street, and 
Powell Street and SWL 314 bounded by the Embarcadero, Bay Street, 
and Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 bounded 
by Front Street and Broadway, SWL 323 bounded by Davis Street and 
the Embarcadero, SWL 321 bounded by Front Street, Green Street and 
the Embarcadero and SWL 324 bounded by Davis Street, Front Street 
and the Embarcadero all located in the Northern Waterfront; now, 
therefore, be it 



RESOLVED, that the San Francisco Port Commission authorizes Port staff to offer 
through competitive bidding two (2) leases with three (3) year terms for 
surface parking lot operations: Opportunity A: Seawall Lot 301 
commonly known as the Triangle Parking Lot, bounded by Taylor Street, 
Jefferson Street, and Powell Street and SWL 314 bounded by the 
Embarcadero, Bay Street, and Kearny Street; and Bid Opportunity B: 
Seawall Lots 322-1 bounded by Front Street and Broadway, SWL 323 
bounded by Davis Street and the Embarcadero, SWL 321 bounded by 
Front Street, Green Street and the Embarcadero and SWL 324 bounded 
by Davis Street, Front Street and the Embarcadero all located in the 
Northern Waterfront, and therefore in accordance with the terms outlined 
in the Agenda Summary for this Item 9A, a copy of which is on file with 
the Port Commission Secretary. 

/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of March 10, 2009. 



Secretary 




PORT- 

SAN FRANCISCO 



MEMORANDUM 



March 3, 2009 



TO: 



FROM: 



SUBJECT: 



MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



Monique A. Moyer 
Executive Director 



Request authorization to award a Professional Services Contract in an 
amount not to exceed $75,000 to San Francisco State University to 
provide an educational program and water quality monitoring at Pier 45, 
Fisherman's Wharf 




DIRECTOR'S RECOMMENDATION: Adopt Attached Resolution 

Introduction 

Port staff requests that the Port Commission authorize the award of a contract for 
professional services to San Francisco State University to provide an educational 
program and water quality monitoring services in an amount not to exceed $75,000. 
The proposed contract will fulfill requirements of grant funding received by the Port in 
May 2006 through the California State Water Resources Control Board (SWRCB) 
Clean Beaches Initiative ("CBI"). 

This staff recommendation for contract award is based on a sole source selection 
process, as San Francisco State University is uniquely qualified to train the targeted 
student community. The San Francisco Human Rights Commission has granted a sole 
source waiver for the contract. The San Francisco Civil Service Commission approved 
contracting this work at its December 15, 2008 meeting. All expenses associated with 
the contract will be paid through funding from the CBI grant. 

Background 

In May 2006 the SWRCB awarded $1 .8 million in grant funding to the Port through the 
Proposition 40 Clean Beaches Initiative to construct infrastructure improvements at the 

This Print Covers Calendar Item No. 10A 



T OF SAN FRANCISCO 



mmm 






Pier 45 Fish Processing Facility ("Pier 45 Drainage Improvements Project"). The 
proposed improvements will divert polluting waste streams from the Fisherman's Wharf 
Harbor that currently impact water quality at nearby Aquatic Park. Upon completion of 
construction, the Port is required to perform one year of water quality monitoring at the 
project site to confirm water quality improvements. The CBI encourages participation of 
non-profits and community groups in its grant funded projects in order to expand public 
awareness of water quality issues. 

Earlier this year representatives from San Francisco State University (SFSU) 
approached Port staff with a proposal to partner in a program that promotes 
participation of underprivileged high school students in college environmental science 
programs. The San Francisco State University's Reaching Out to Communities and 
Kids with Science ("SF-ROCKS") is a partnership between the geosciences department 
at San Francisco State University (SFSU), the City College of San Francisco (CCSF) 
and the San Francisco Unified School District (SFUSD). 

The SF-ROCKS program was created five years ago with the goal of increasiing the 
number of traditionally underrepresented students who enter college as geoscience and 
environmental science majors. Students participating in the SF-ROCKS program are 
recruited from partnership public schools, which include Mission High School, Balboa 
High School, Phillip and Sala Burton Academic High School, and John O'Connoll 
Technical High School. Collectively, these schools serve the communities of Bayview- 
Hunters Point, Ingleside, Excelsior, the Mission District and Potrero Hill. 

The Pier 45 Drainage Improvements Project monitoring requirement provides a good 
opportunity to train SF-ROCKS students in principles of water quality monitoring and 
data analysis. Students would be employed to collect and analyze samples for pH, 
bacteria and other water quality parameters. The SF-ROCKS program has most 
recently partnered successfully with the San Francisco Public Utilities Commission on 
water quality monitoring efforts in the Bayview-Hunters Point neighborhood. The 
success of the SF-ROCKS program can be seen in the first group of SF-ROCKS high 
school graduates, all of whom enrolled in a 2-year or a 4-year college and most of 
whom continue to stay in close contact with one another. Forty percent of those 
students enrolled as earth, environmental, or physical science majors in college, 
attending UC Berkeley, UC Davis, UC Santa Cruz, UC Los Angeles, San Francisco 
State University, City College of San Francisco, and Sacramento City College. 

The SF-ROCKS partnership will help the Port to comply with CBI monitoring 
requirements while at the same time providing a program that (1) increases student 
knowledge of environmental assessment, data analysis and quality assurance 
procedures, (2) increases civic awareness related to environmental issues and 
infrastructure demands in San Francisco, (3) inspires stewardship towards the local 
environment, and (4) provides job skill and vocational training to San Francisco youth. 
Contracting with SFSU will allow the Port to incorporate an element of community 
education and involvement into a component of the Pier 45 Drainage Improvements 
Project that would otherwise be contracted through the Port's Environmental As- 
Needed Consultant teams. The proposed contract also fulfills one of the Mayor Gavin 
Newsom's educational policy goals for the current fiscal year — supporting professional 



development and educational opportunities for San Francisco's high school and college 
students. 

Scope of Services 

After discussion with the CBI grant adminstrator, Port staff solicited a proposal from the 
SFSU geology department to perform water quality monitoring services in support of the 
Pier 45 Drainage Improvements Project. The proposed budget for the SF-ROCKS 
program at Fisherman's Wharf is as follows: 



Personnel: 

Jim Neiss, Project Manager, SFSU 
0.35 FTE (14 hours/week for 14 months) 

Dr. Lisa White, Principal Investigator 


$20,987 
No Charge 


Fringe Benefits at 67% 


$14,062 


High School Student Stipends 


$20,880 


Transportation 


$ 2,650 


Supplies 


$ 7,150 


Indirect Costs 


$ 6,573 






Total 


$72,302 



Port staff requests authorization for $75,000 in contracting authority in anticipation of 
potential amendments to the project scope. Following is a tasklist and timeline for the 
monitoring pogram. 

August 2009 

• SFSU shall recruit six 10 th -1 1 th grade students from the San Francisco Unified 
School District partnership high schools. 

• Students shall participate in a 40 hour "instructional intensive" seminar on 
watersheds, water quality, and data analysis. 

• Students will train on sampling protocols and quality assurance procedures. 

October 2009 through September 2010 

• Students shall perform water quality monitoring program as outlined in the 
Sampling and Analysis Plan for the Pier 45 Drainage Improvements Project. 

December 2010 

• Students to provide posterboard presentation of the monitoring program at the 
American Geophysical Union Conference in San Francisco. 



All student work product will be developed subject to oversight from SFSU and Port 
staff. 



Funding 

This project shall be funded through the State of California Proposition 40 "Clean 
Beaches Initiative". Project funds are allocated under Port capital project account 
CPO553-01. 

Port Commission Action 

Port staff seeks Port Commission authorization to enter into a contract with San 
Francisco State University in the amount of $75,000 for the purpose of providing water 
quality monitoring services at Pier 45. 



Prepared by: John Mundy, Utility Specialist 
Port Engineering Division 

For: Ed Byrne, Chief Harbor Engineer 



-4- 



PORT COMMISSION 

CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-14 

WHEREAS, The California State Water Resources Control Board has awarded the 

Port of San Francisco $1 .8 million in grant funding from the Proposition 40 
"Clean Beaches Initiative" to construct infrastructure improvements in the 
vicinity of Fisherman's Wharf ("Pier 45 Drainage Improvements Project"); 
and 

WHEREAS, The Clean Beaches Initiative grant requires the Port to perform post- 
construction water quality monitoring at the project site; and 

WHEREAS, Mayor Gavin Newsom's educational policy goals include supporting 
professional development and educational opportunities for San 
Francisco's high school and college students; and 

WHEREAS, The San Francisco State University's Reaching Out to Communities and 
Kids with Science in San Francisco ( "SF-ROCKS") promotes the 
participation of underprivileged high school students in college 
environmental science programs; and 

WHEREAS, The Port staff wishes to apply $75,000 of the Clean Beach Initiative grant 
funds to a contract with San Francisco State University requiring the 
university to utilize its SF-ROCKS program and participating students to 
perform the water monitoring services with oversight by Port staff; and 

WHEREAS, The contract would advance the Mayor Gavin Newsom's goal of 

supporting development and educational opportunities for high school and 
college students; now, therefore, be it 

RESOLVED, That the Port Commission hereby authorizes the Executive Director to 
enter into'a contract with San Francisco State University to utilize the 
university's SF-ROCKS program and participating students to provide 
water quality monitoring services at Pier 45 for a term of one (1 ) year and 
an amount not to exceed $75,000. 



/ hereby authorize that the foregoing resolution was adopted by the San 
Francisco Port Commission at its meeting of March 10, 2009. 



Secretary 




portv 

SAN FRANCISCO 



TO: 



MEMORANDUM 

March 4, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 






FROM: 



SUBJECT: 



Monique Moyer 
Executive Director 



/yfMoAf^ 



Request authorization to award Construction Contract No. 2725, Pier 80 
Security Fences Project, to Crusader Fence Co., Inc. in an amount not-to- 
exceed $172,900, and to increase the contract amount by 10% (or $17,290) 
through contract modification or change order to a total of $190,190, in the 
event of unanticipated contingencies 

DIRECTOR'S RECOMMENDATION: Adopt Attached Resolution 

Introduction 

Port staff requests that the Port Commission authorize the award of Construction Contract 
No. 2725, Pier 80 Security Fences Project, to Crusader Fence Co., Inc. ("Crusader"), the 
lowest responsive, responsible bidder. This construction project will assist the Port in 
complying with Department of Homeland Security and United States Coast Guard 
mandates to improve security at regulated Port facilities under the Maritime Transportation 
Security Act (MTSA) of 2002. 

Background 

The Port Commission, at its meeting on September 9, 2008, authorized staff to advertise 
for bids for the Port Security Fences Project (Port Commission Resolution 08-55.) The 
Human Rights Commission staff had determined that there is no applicable Local Business 
Enterprise ("LBE") subcontracting goal for this contract since the project involves federal 
funding. 

The project scope includes replacing substandard fences and constructing approximately 
1 500 linear feet of new fences and 1 3 new gates at the Pier 80 terminal, as specified and 
shown on the project drawings and the project manual. The work to be performed by 
Crusader shall cover all costs of labor, design, supervision, management, materials and 
equipment. The engineer's estimate for the project is $160,000. 

This Print Covers Calendar Item No. 10B 



)F SAN FRANCISCO 



mmam 



FAX 415 274 0528 



On March 25, 2009, Port staff received seven bids for this project. Port Engineering staff 
reviewed the bids and determined that Crusader is the lowest responsive, responsible 
bidder. Crusader's total bid price is $172,900. Crusader's bid is 8% higher than the 
engineer's estimate. A summary of the bids is attached. 

Funding 

Funding for this project comes from multiple sources. 75% of the project cost will be 
funded by the United States Department of Homeland Security's 2007 Port Security Grant 
Program, administered through the Federal Emergency Management Agency. 

The remaining 25% of the project costs will be funded by the 2007 California Homeland 
Security Grant Program. This funding is administered by the City and County of San 
Francisco's Department of Emergency Management. This is a change from the funding 
source cited in the prior staff memorandum requesting authorization to advertise the 
Project (Port Commission Resolution 08-55,) which stated "25% of the project costs will be 
funded by the California Port and Maritime Security Grant Program, funded from 
Proposition 1B funds. This funding is administered by the State of California's Office of 
Homeland Security." The Port was notified in January 2009 that Proposition 1B funding 
was suspended indefinitely by the State due to uncertainty in the bond market. Port staff 
worked diligently to secure alternate funding for the required local match. 

The project is to be funded per the funding allocation shown in the table below: 

Funding Source Funding 

U. S. Dept. of Homeland Security's 2007 Port Security Grant Program $142,643 

2007 California Homeland Security Grant Program $ 47 547 

Total $190,190 
Schedule 
The estimated project schedule is summarized below: 



Est. Notice to Proceed (NTP): 


April 15,2009 


Est. Start of Work: 


April 16, 2009 


Est. Substantial Completion: 


September 13, 2009 


Est. Final Completion: 


October 13, 2009 



Summary 

Port staff recommends that the Port Commission authorize the award of construction 
Contract No. 2725, Pier 80 Security Fences Project, to Crusader, as the lowest 
responsive, responsible bidder, in a not-to-exceed amount of $172,900, and also authorize 
staff to increase the contract amount by 10% (or $17,290) through contract modification or 
change order to a total of $190,190, in the event of unanticipated contingencies. Staff also 
recommends that the Port Commission authorize the Executive Director to accept the work 
once it is complete. 

Prepared by: Ken Chu, Project Engineer 

For: Edward F. Byrne, Chief Harbor Engineer 



PORT COMMISSION 

CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-15 



WHEREAS, the Port Commission previously authorized the advertisement of the 

construction contract for Pier 80 Security Fences Project, Contract No. 2725 
(the "Project"), at its meeting on September 9, 2008; and 

WHEREAS, Port staff received seven bids on February 24, 2009 for Contract No. 2725; 
and 

WHEREAS, Port Engineering staff reviewed the bids and determined that Crusader 

Fence Co, Inc. ("Crusader") is the lowest responsive, responsible bidder; and 

WHEREAS, Crusader's total bid price is $172,900; and 

WHEREAS, the funds available from the U.S. Department of Homeland Security's 2007 
Port Security Grant Program and the 2007 California Homeland Security 
Grant Program will fully fund the Project, as described in the staff 
memorandum accompanying this resolution; now therefore be it, 

RESOLVED, that the Port Commission hereby authorizes Port staff to award Construction 
Contract No. 2725, Pier 80 Security Fences Project, to Crusader, the lowest 
responsive, responsible bidder, for the not-to-exceed amount of $172,900; 
and, be it further 

RESOLVED, that the Port Commission authorizes Port staff to increase the contract 
amount as necessary for unanticipated contingencies by an additional 
$17,290 (10% of $172,900) through contract modification or change order; 
and be it further 

RESOLVED, that the Port Commission hereby authorizes the Executive Director to accept 
the work once it is complete. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco Port 
Commission at its meeting of March 10, 2009. 



Secretary 






PORTV- 

Project: 



PIER 80 SECURITY FENCE 
CONTRACT NO. 2725 



Bid Opening: February 24, 2009, 12:00 p.m. 

Bid Opening Summary 



No. 


Bidders 


Total Bid = 


1 


Crusader Fence 


$172,900 


2 


JDB Construction 


$175,000 


3 


West Coast Fence 


$193,316 


4 


Central Fence Company 


$211,850 


5 


Ahlborn Fence and Steel, Inc. 


$228,380 


6 


Golden Bay Fence 


$230,011 


7 


Fence Corp., Inc. 


$244,877 



Apparent Low Bidder: Crusader Fence, Total Bid = $172,900 (+8% EE) 
Engineer's Estimate (EE) = $160,000 

### 



i 



PORT-_ 

SAN FRANCISCO 

MEMORANDUM 

March 2, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

FROM: Monique Moyer j a / j 

Executive Director^ 'S^l QA-J^— 

SUBJECT: Request Authorization to Advertise a Request for Qualifications (RFQ) 
Soliciting As-Needed Engineering and Related Professional Services for 
Three Contracts, at $1.5 Million each, Totaling $4.5 Million 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

INTRODUCTION 

Port staff request the Commission's authorization to advertise a Request for Qualifications 
(RFQ) soliciting as-needed engineering and related professional services. These services 
are required due to fluctuating needs at times when existing Port and city staff are 
unavailable to perform the required work. In addition, there are times when highly 
specialized expertise is required that otherwise does not exist with existing personnel 
resources due to the limited need for such expertise. 

The very nature of the Port's aging infrastructure and deferred maintenance creates an 
environment of many unanticipated urgent projects that require immediate attention. The 
timing for meeting these urgent project needs makes it necessary to create a pool of as- 
needed consultants that are quickly available to provide the requisite engineering and 
related professional services. The extensive requirements of the City and County of San 
Francisco procurement and employment processes make it impractical to rely on formally 
bidding every contract nor hiring temporary staff to perform these urgent tasks. Thus, the 
as-needed contracts provide the most cost-effective procurement method to meet these 
service needs. 

BACKGROUND 

Historically, the Port has used as-needed contracts due to the resource limitations 
described above. However, prior to soliciting consultants to contract out these services, 

This Print Covers Calendar Item No. 10C 



T OF SAN FRANCISCO 






not only must Port staff secure the Port Commission's approval, but the Civil Service 
Commission's approval as well. As such, this matter was heard and approved at the 
March 2, 2009 Civil Service Commission hearing seeking authorization to contract out 
these sen/ices. In preparation for that hearing, Port staff met with International Federation 
of Professional and Technical Engineers (IFPTE) - Local 21 and Department of Public 
Works staff to review the contract in detail and address any issues that other city 
departments or Local 21 may have. 

Port staff confirmed in writing that these interested parties are in agreement that the Port 
be allowed to proceed in contracting out these services. This agreement was subject to 
the Port continuing to notify the Department of Public Works (DPW), other city agencies 
and Local 21 with notices of upcoming projects for as-needed contracts as well as other 
projects that are to be competitively bid. This notification will be performed through the 
quarterly contracting activity reports currently being provided to the Port Commission. In 
addition, the Port will provide Local 21 and DPW five (5) business days to respond to 
notices of intent to contract as-needed services (contract service orders), except marine 
engineering projects in which DPW does not have the expertise to perform. 

As-needed contracts are authorized under Section 6.64 of the San Francisco 
Administrative Code. This authorization allows the department head to execute public 
work and professional service contracts on an as-needed basis which shall be assigned as 
contract service orders. All as-needed contracts shall provide for a not-to-exceed price 
and an expiration term of not more than five years, including all modifications. However, 
the department head shall not issue any new contract service order after three years from 
the date of award. No contract service order or multiple contract service orders for any 
single public work, whether in one phase or multiple phases, shall cumulatively exceed 
$200,000, including all modifications. A department head may issue or modify any 
contract service order(s) to exceed the foregoing limits only upon the department head's 
written determination establishing the urgency of the work and the justification for 
proceeding under Section 6.64 rather than by formal competitive process. 

Existing Port As-Needed Contracts 

The Port currently has two (2) as-needed Architectural and Engineering contracts of which 
each are in the amount of $1 ,500,000. These contracts are due to expire June 30, 2009. 
However, when these contracts were approved by the Port Commission, authorization was 
also granted to extend these contracts for an additional one year. As such, Port staff 
intend to extend these contracts by an additional one year to allow completion of projects 
that are already underway, but will not be completed by the June 30, 2009 contract 
expiration date. These contracts were awarded to: 1) Creegan & D'Angelo and 2) 
TEF/Winzler & Kelly Consulting Engineers. 

Under the existing pool of as-needed contracts, the Port Commission authorized staff to 
execute Contract Service Orders up to $200,000 without additional approval. Under the 
new proposed as-needed contracts, Port staff is recommending that the Executive Director 
continue to be authorized to enter into Contract Service Orders in accordance with the San 
Francisco Administrative Code. 



POTENTIAL SCOPE OF WORK 

Firms awarded contracts from this solicitation process may not be eligible to compete for 
related formally bid projects if the consultant(s) performed work that is used in the 
development of such formally bid projects. 

Due to the nature of as-needed services, it is not feasible to define the scope of work in 
advance. Instead, we can only indicate the types of professional disciplines and work that 
might be required. Services may include full design services, partial specialized services or 
partial design services to supplement Port staff. It is anticipated that the lead consultant 
would be a civil or structural engineering firm. 

The type of work and disciplines will likely include the following: 



MAJOR CATEGORIES 


MINOR CATEGORIES 


Structural Engineering 


Elevator/Escalator Consulting 


Civil Engineering 


Construction Support Services 


Mechanical Engineering 


Special Inspection & Testing 


Electrical Engineering 


Project Programming and Planning 


Utility and Energy Efficiency 


Scheduling 


Green Building 


Railroad Consulting 


LEED Certification and Standards 


Tidal Wave Evaluation 


Historic Preservation Architect 


Geotechnical Engineering 


Cost Estimating 


Fire Protection 


Specification Writer (Construction & 
Professional Services) 


Security 


Marine Engineering 


Cruise Terminal Operations 


Coastal Engineering 


ADA Design and Inspections 


Dredging Inspection 


Transportation and Traffic Engineering 


Constructability Reviews 


Peer Reviews 



SELECTION PROCESS 

Port staff proposes to procure the above services through a formal, fair and competitive 
process. Port staff intend to issue a Request for Qualifications (RFQ). Once the Port's 
Contract Manager and the HRC Contract Compliance Officer have made a determination 
of responsiveness to the RFQ, the RFQ responses will be forwarded to the selection panel 
to evaluate and score the submittals pursuant to the RFQ requirements. The panel will 
consist of at least one Port staff member and three non-Port representatives. Some of the 
criteria to be used for evaluating responses to the RFQ are as follows: 



1 . Understanding of engineering issues pertinent to the Port of San Francisco; 

2. Understanding and acceptance of as-needed contracting requirements such as firm 
fixed price per contract service order (as opposed to time and materials pricing); 

3. Approach to assuring high quality budgeting and scheduling for Port projects; 

4. Quality control and assurance for work to be performed; 

5. Commitment and availability; 

6. Project management and contract administration approach to facilitate smooth 
contract; 

7. Experience of firm and staff in performing similar technical work; 

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8. Experience in producing cost effective and timely project results; 

9. Organizational and team capacity; and 

1 0. Communication, clarity and client relationship philosophy. . 

Port staff will check all references as minimal qualification of the bidders. The top ranked 
firms scoring at least 75% or 75 points on the written submittal will be short-listed. 

The final recommendation shall be based upon a combination of the written submittal and 
interview scores which will each carry a 50% weight in the evaluation process. These 
scores will be used by the evaluation panel to determine the final ranking. Once the final 
ranking has been completed, Port staff will review all the billing rates submitted by the top 
three firms to determine reasonableness of their rates. Such a determination will be based 
upon current rates charged to other city departments, as well as fees that may exist under 
current Port contracts or published industry rate schedules, whichever results in the best 
rates for the Port. 

Once the fees and contract terms have been agreed to by three firms from the ranking list 
and insurance documents have been received, Port staff will come back to the Port 
Commission with a recommendation for contract award. 

Local Business Enterprise (LBE) Subconsulting Goal 

The Port's Human Rights Commission Contract Compliance Officer has established a 20% 
LBE subconsulting goal for this proposed contract. In order to be eligible for contract 
award, each firm responding to the RFP must either meet the 20% LBE subconsulting goal 
or demonstrate a good faith effort to meet the stated goal. In addition, firms competing for 
this RFP must demonstrate non-discrimination in their selection of subconsultants. 

The Port will incorporate into its advertising, additional outreach efforts to local minority 
and women owned businesses. 

SCHEDULE 

Activity Target Date 
Civil Service Commission Authorization to Contract Out Services March 2, 2009 

Port Commission Authorization to Advertise March 10, 2009 

Commence RFQ Advertisement* March 13, 2009 

Pre-submittal Meeting March 25, 2009 

Submission Due Date April 8, 2009 

Interviews Week of April 20, 2009 

Port Commission Request to Award Contract May 12, 2009 

New Contracts Commence July 1 , 2009 
The RFP will be advertised using the following resources: 

• Human Rights Commission Directory of Certified Local Business Enterprises 

• City and County of San Francisco Office of Contract Administration website 

• Newspapers (SF Examiner and Small Business Exchange) 

• Various Minority/Women Business and Professional Associations 



FUNDING 

Funding for these services will be allocated on an annual basis through either the Port 
operating budget or capital budget. Some services may be funded through the General 
Obligation or Port Revenue Bonds. Funding for each Contract Service Order will be 
identified prior to requesting Contract Service Order Proposals from consultants in the as- 
needed contracting pool. 

SUMMARY 

Port staff is ready to seek competitive qualifications and schedules of billing rates for 
services to be solicited in the Request for Qualifications, should the Port Commission 
approve this request. Therefore, staff request that the Port Commission approve the 
attached resolution authorizing staff to advertise the Request for Qualifications soliciting 
as-needed engineering and related professional services. 

Prepared by: Norma Nelson, Contract Manager 

For: Tina Olson, Deputy Director 

Finance & Administration 
and 
Ed Byrne, Chief Harbor Engineer 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-16 



WHEREAS, The Port of San Francisco's Engineering Division is requested to provide 
essential services that exceed the staff resources available to the Port and 
other City departments; and 

WHEREAS, the Port is anticipating an increase in engineering and related professional 

services resource needs based upon the requirements of the Port's Ten Year 
Capital Plan; and 

WHEREAS, Port staff has managed engineering resource demands through two existing 
"as-needed" architectural and engineering services contracts to augment 
staffing of important projects; and 

WHEREAS, the Port's as-needed architectural and engineering services contracts have 
provided a timely and cost-effective vehicle for the provision of professional 
services, but those contract terms are scheduled to expire June 30, 2009; 
and 

WHEREAS, Port staff obtained approval from the Civil Service Commission on March 2, 
2009, authorizing the Port to contract out engineering and related 
professional services on an as-needed basis; and 

WHEREAS, Port staff has drafted a Request for Qualifications (RFQ) to solicit as-needed 
engineering and related professional services; and 

WHEREAS, in the RFQ solicitation, staff has incorporated a 20% subconsulting goal for 
Local Business Enterprises as recommended by the Human Rights 
Commission (HRC); now, therefore be it 

RESOLVED, that the San Francisco Port Commission hereby authorizes Port staff to 
advertise a Request for Qualifications for three engineering and related 
professional services contracts, each in an amount not to exceed 
$1 ,500,000, with a term of three years, with an option to extend the term for 
one additional year in the Port's sole discretion, and to be used on an as- 
needed basis. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission 
at its meeting of March 10, 2009. 



Secretary 



SAN FRANCISCO 
PORT COMMISSION 



MARCH 10,2009 
MINUTES OF THE MEETING 



GOVERNMENT 
DOCUMENTS DEPT 

MAR 2 2009 



SAN FRANCISCO 
PUBLIC LIBRARY 



MEMBERS, PORT COMMISSION 

HON. RODNEY FONG, PRESIDENT 

HON. STEPHANIE SHAKOFSKY, VICE PRESIDENT 

HON. KIMBERLY BRANDON 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
MARCH 10, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Rodney Fong called the meeting to order at 2:05 p.m. The 
following Commissioners were present: Rodney Fong, Stephanie Shakofsky, 
Kimberly Brandon and Michael Hardeman. Commissioner Lazarus was not 
present. 

2. APPROVAL OF MINUTES - February 24, 2009 

ACTION: Commissioner Hardeman moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor; the minutes of the 
February 24, 2009 were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

ACTION: Commissioner Brandon moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. 

At 2:06 p.m., the Port Commission withdrew to executive session to discuss 
the following: 

(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-City '/Port representative.* 

a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 

Development 

* Negotiating Parties : 



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(1) San Francisco Giants, Wilson Meany Sullivan, Kenwood 
Investments, The Cordish Company, Stockbridge Capital, Farallon 
Capital Management, LLC 

5. RECONVENE IN OPEN SESSION 

At 3:15 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Shakofsky made a motion to adjourn executive session 
and reconvene in open session; Commissioner Hardeman seconded the motion. 
All of the Commissioners were in favor. 

ACTION: Commissioner Shakofsky made a motion to not disclose any other 
information discussed in executive session; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report : Executive Director Monique Moyer reported the 
following: 



• 



Pier 9 Update - On Monday, March 9, 2009, the Port had to red tag some 
of the apron on Pier 9. 

Chief Harbor Engineer Ed Byrne indicated that staff took a small section of 
the Pier 9 north apron out of use yesterday as it was found to be unsafe. 
Because there was an opportunity for a new lease, the Real Estate 
division requested the Engineering division to inspect the pier. Staff found 
that there was a significant number of missing piles and deteriorated 
substructure conditions. This is not unexpected because staff did a review 
and inspection five years ago and informed the tenant of this problematic 
condition. The tenant, Blue and Gold, made some short-term repairs. Five 
years later, it has deteriorated. He showed the Commission some photos 
of the condition of the pier. The actual leasehold is approximately 220 feet, 
about 90 feet of it is red tagged. He showed a photo of the central third of 
the north apron. To the west side, about 220-260 feet of new apron was 
installed by Port Maintenance. To the east, the Bar Pilots are going to be 



M031 02009 



installing and repairing the apron. They should be starting that work 
tomorrow. There are many missing piles. Generally, there are five piles in 
each row. The piles are missing or lacking in structure in significant 
substance. This goes down for a number of different vents. It's one after 
the other. There are significant fat cords going over this. Each one of 
those has a significant reinforcement. Having many vents with very poor 
condition is very concerning. The apron does not have the signage yet. In 
the background of the photo, there is a dark gated area, that's where the 
new Port apron starts. It's from that gate to this barricade that is red 
tagged. On Thursday, March 12, 2009, an inspector will take a look at the 
rest of the central section of the Pier 9 north apron to see if it's suitable for 
continued use. 

The Bar Pilot work should be starting on Wednesday, March 1 1 , 2009 for 
the north and south apron. It's a significant amount of pile repair. Staff are 
finding lack of piles on both sides of Pier 9 apron. Port Maintenance crew 
have repaired the apron all the way up to the Bar Pilots. The Bar Pilots 
area is at the outer one third of the pier apron area. Port Maintenance 
repaired the inland two thirds of it. The Bar Pilots will be fixing the outer 
thirds which will take care of the south apron. On the north apron, Port 
Maintenance fixed the inner one third. The Bar Pilots will be fixing the 
outer one third. This is the only area left to be repaired. Staff do not know 
whether that will get a short or long term repair at this point. Staff will be 
pursuing that with the tenant and keeping it on our facility assessment 
team list as a future repair project. With the $2.2 billion worth of deferred 
maintenance, it's a challenge to keep up with the repairs in some cases. 
However, we are catching them and this was caught just in time. We don't 
want to put anybody out there or anybody under the pier such as the 
divers who have to inspect it because it is unsafe. 

The Carnival Elation is in drydock and there was a nice story on ABC's 
Channel 7 news last Friday night about not only the fact that the Elation 
was in for drydock repair but that it was generating good jobs. She will be 
sailing this afternoon at 5 p.m. She normally cruises out of Southern 
California, picking up passengers for her Mexico cruises. Carnival is the 
largest cruise operator in the world. They own Princess Cruises, Holland 
America, Cunard and Costa cruises. This is the first time in a long time 
that San Francisco had a Carnival ship in port. This is a beginning of what 
we hope to be a happy friendship. 

On Friday, March 13, 2009, Carnival will be bringing a second ship into 
drydock, the Carnival Spirit. She will be here for two weeks. It will be 
another repair and refurbishment work. These are not post-Panamax 
ships and they are not the big refurbishment that we saw with Star 
Princess but they are significant jobs. The combined total for both of these 
jobs is worth about $8 million. Together, they will have employed about 
100,000 work hours and it's very significant for the port. Since Hugh 
Vanderspek became BAE's new general manager a year ago, he has 



M031 02009 



been working with the Mayor's Office with the City Build program and the 
first five young people who graduated from City Build have gotten jobs at 
the shipyard. They have been employed by the ship that was just here and 
hopefully by the ship that is going to be here. 

• Carnival Splendor, a third Carnival ship, (built in Italy in 2008) will make its 
maiden call to San Francisco on March 21 , 2009. The ship will be in San 
Francisco for a cruise to nowhere, short cruise for travel agents and senior 
cruise executives from Carnival and cruises out 2-3 nights while they 
persuade people as to the benefits and beauties of the ship for marketing 
purposes. Michael Nerney will be representing the Port because several 
of the key Carnival officers will be on board and it's a great opportunity for 
us to market ourselves to Carnival. The ship holds 3000 passenger, 

1 10,000 ton vessel brings in 1 150 crewmembers and costs $500 million to 
build. It will be sailing mainly out of Southern California offering 5 night 
cruises to Baja, Mexico. 

Next week, both Michael Nerney and Peter Dailey will be representing the Port of 
San Francisco at the annual Seatrade Conference and will hopefully be coming 
home with the order from Disney. We are making a very serious attempt to 
convince Disney Cruises to sail out of San Francisco when they return to the 
West Coast in another year. 

Carnival has announced a program called "Evolutions of Fun" initiative that will 
result in $250 million ship makeovers/refurbishments to their eight fantasy class 
vessels. Ms. Moyer hopes that Peter and Michael will come home with that order 
as well. Peter and Michael will be calling on Carnival with the BAE 
representatives. It's a very key aspect of our business. 

• Earth Hour- March 28. 2009. The second anniversary of Earth Hour will 
be on March 28, 2009 from 8:30 to 9:30 p.m. Everybody in the City is 
encouraged to turn off their non-essential lights for at least one hour in 
solidarity which is designed to show how a little bit of conservation can 
change the impacts that our population is currently making to the earth. 
We are going to be working as best as we can to involve as many tenants 
as possible. Last year, some of the Port restaurants went to candlelight 
and low light and the Port participated as well. During the March 28 event, 
at Harry Bridges Plaza, there will be an ice sculpture created in the shape 
of the earth and it will be left to melt for the remainder of the day. Earth 
Hour has its own website, which is earthhourus.com and the City of San 
Francisco has a subsidiary website which is earthhoursf.com. 

8. FINANCE AND ADMINISTRATION 

A. Request approval, pursuant to California Fair Political Practices Commission 
Regulation 18944.1(c), of a policy for distribution of tickets and passes gifted 
to the Port of San Francisco. (Resolution No. 09-1 1 ) 

M031 02009 



Tina Olson, Deputy Director of Finance and Administration, indicated that the 
Port periodically receives tickets and passes such as Carnival's cruise to 
nowhere in which, as Monique noted, Michael Nerney will be attending to 
market the port as a destination for cruise ships. We also periodically receive 
tickets to business lunches such as those sponsored by SPUR, the Chamber 
of Commerce, etc. We recently learned there are new regulations that require 
the governing body, i.e. the Port Commission, to adopt a policy under which 
we would be accepting those gifts and allowing Port officers or staff to use 
those tickets and passes. Staff drafted the proposed policy for distributing 
those tickets and passes. When attending the events, the Port employee or 
officer shall promote one of the following public purposes: Maritime 
commerce; Economic development; Local businesses, etc. 

The policy also includes a prohibition on transfer wherein a Port employee or 
officer who has received a gifted ticket or pass cannot transfer it to any other 
person except to their spouse, domestic partner or dependent child. Finally, 
we are required to disclose the distribution of gifted tickets and passes on our 
website. 

ACTION: Commissioner Hardeman moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-1 1 was approved. 

9. REAL ESTATE 

A. Request authorization to offer through competitive bid two (2) three-year 
leases for surface parking: Bid Opportunity A: Seawall Lot 301 commonly 
known as the Triangle Parking Lot, bounded by Taylor Street, Jefferson 
Street, and Powell Street and SWL 314 bounded by the Embarcadero, Bay 
Street, and Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 
bounded by Front Street and Broadway. SWL 323 bounded by Davis Street 
and the Embarcadero, SWL 321 bounded by Front Street. Green Street and 
the Embarcadero and SWL 324 bounded by Davis Street. Front Street and 
the Embarcadero all located in the Northern Waterfront. (Resolution No. 09- 
13) 

Jeff Bauer, Port Leasing Manager, indicated that the Port owns a number of 
parking lots that it leases to parking lot operators. In FY 2007-08, these lots 
generated $7 million in revenues to the Port. Most of these lots were last bid 
in 2002 and 2005 and have all expired and currently in month-to-month 
leases. SWL 301, the triangle parking lot, was originally established as a 
month-to-month lease in 1994. It is the policy of the Port to periodically bid 
these parking lots. Mr. Bauer requested the Commission's authorization to 
offer these lots through a competitive bidding process. Rent on these lots is 
based on the greater of 66% of gross revenues or the minimum rent. The goal 
of operating these lots for the Port is to provide parking options for the Port's 
diverse customer base such as hourly, daily, valet parking along with monthly 
parking options where permitted. The successful bidder would be the one 

M031 02009 

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who offers the highest minimum monthly rent. There are two leases that are 
being bid. For Opportunity A, the minimum rent bid amount is no less than 
$88,129.47 per month. For Opportunity B, the minimum rent bid amount is no 
less than $131,180.45 per month. Both of these leases have expansion lot 
options. With the expansion lot options, the rent is paid on a rate of 66% of 
gross sales. The term of the lease will be three years. There will be an annual 
minimum rent adjustment of 3.5% and the lots will be leased in its "as-is" 
condition. However, should the Port adopt a policy for a parking lot 
beautification, the Port reserves the right to negotiate funding for such 
improvements with the tenant. The Port will also require the tenant to provide 
space for City car share program, Zip car share and to provide space for 
electric vehicle, charging stations and equipment at the sole cost of the 
particular vendor, not the parking operator. 

ACTION: Commissioner Hardeman moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-13 was approved. 

10. ENGINEERING 

A. Request authorization to award a Professional Services Contract in an 

amount not to exceed $75,000 to San Francisco State University to provide 
an educational program and water quality monitoring at Pier 45, Fisherman's 
Wharf. (Resolution No. 09-14 ) 

Commissioner Kimberly Brandon recused herself from voting on this item. 

John Mundy, Port engineering division, indicated that in the past couple of 
years, Port staff made presentations to the Port Commission on infrastructure 
improvements at Pier 45. These improvements are going to be funded 
through the California Proposition 40 Clean Beaches Initiative grant funding. 
While it's a favorable grant, there is no matching requirement. Upon 
completion of construction, the Port is required to perform one year of water 
quality monitoring at the project site to confirm water quality improvements for 
the swimmers at Aquatic Park beach. Port staff have been in conversations 
with SF State University's SF Rocks program. They've been looking for an 
opportunity to partner with the Port. SF Rocks program was created five years 
ago with the goal of increasing the number of underrepresented students who 
enter college as geosciences and environmental science majors. They 
mentor and train the students in scientific protocol. They give the students 
real project. When the projects are done, they are presented at the American 
Geophysical Union Conference each year. SF State asked the Port for an 
opportunity to partner and create something good for the local students. 
When the grant was issued, Port staff met SF State and carved out all or 
portion of the water monitoring services to promote the SF Rocks program. 
SF State came back with a good proposal. The high school students are 
going to be mentored and provided oversight by graduate students of SF 
State and in turn, Port staff would be providing technical oversight to the 

M031 02009 

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overall program. Port staff have taken this project to the State Water 
Resources Control Board. They agree that this is a great contract. It furthers 
the State agenda of promoting public awareness and public outreach of the 
environmental grant funds. 

Lisa White, Associate Dean of the College of Science and Engineering at SF 
State and the principal investigator of the SF Rocks program, indicated that 
the program was created in 2001 as a means of encouraging high school 
students in San Francisco to consider careers in the earth and environmental 
sciences. One of the ways in which they do this is to involve them in hands-on 
opportunities for scientific data collection and interpretation within the City of 
San Francisco. They have been successful in these efforts over the number 
of years that the program has been in existence. Some of the initial students 
they recruited to SF Rocks are now college students majoring in geosciences 
or environmental science. They are being highly recruited by other 
universities for other summer programs and extended studies. They feel they 
have a wonderful pipeline coming from the SF Unified School Districts 
particularly those in the Mission District, Bayview Hunters Point and Ingleside 
where students come to the SF State campus and work with faculty, graduate 
students and undergraduates who are able to train them in a variety of 
techniques to collect water quality data and data that relates to other kinds of 
projects that they are doing. If they are able to engage in the Pier 45 water 
quality analysis study, they can excite an even greater number of students 
from the district about earth and environmental science and eventually bring 
them to their campus and see what students who proceeded them are doing 
now, who often got their start in these kinds of hands-on monitoring projects, 
that gives them a greater sense of the environmental setting in the City. It 
makes them steward of the environment and inspires them to consider this 
kind of work as a profession. 

Commissioner Shakofsky indicated that this is a great program. She asked if 
this is the first time they've worked with the Port. Ms. White replied 
affirmatively and added that she sought advice from Port employees when 
they were shaping some other programs they were considering. They take 
students to field trips at Heron's Head Park and have them look at aspects of 
the water in the Yosemite Slough area and Islais Creek. Some years ago 
when they wanted to get some data on the history of that part of the 
waterfront, the Port was very helpful in making some information available. 
This is the first opportunity that they've had to propose a project. 

Commissioner Shakofsky asked if most of the grant funds are going to lab 
analysis. Ms. White replied that it is. They have a part-time project 
director/program manager at SFSU but they are entirely dependent on raising 
funds to support his ability to supervise the students and train them in ways 
that would give them the skills to be able to carry out the project. Most of the 
funds being requested are for analysis and for students' stipends. There is a 
proportion that supports his time. 

M031 02009 

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Ms. White added that they've done other kinds of projects under the umbrella 
of SF Rocks program in addition to water quality. Some of these things 
involve monitoring, earthquake data along the San Andreas and Hayward 
faults. They have students looking at changes in beach waves at Ocean 
Beach and Marin Headlands. They also have a group looking at some of the 
changes in topography following rain events and erosion and other kinds of 
geological hazards. Students have published their work at the American 
Geophysical Union meeting that meets in Moscone Center every December. 
There is a student poster session where high school students are encouraged 
to present their work. Since 2003, SF Rocks students have presented on all 
sorts of earth and environmental science projects in the city and throughout 
the bay area. They hope they can add to that by highlighting some of the 
water quality analysis data. 

Commissioner Hardeman indicated that his wife is a clinical scientist who 
graduated in microbiology from SF State. He will inform her of all the stuff SF 
State is doing. Ms. White indicated that they have terrific programs at SF 
State and they are always anxious to have the students that they initially 
recruit through SF Rocks come to them as majors and from there many 
different possibilities for their work. 

ACTION: Commissioner Hardeman moved approval; Commissioner 
Shakofsky seconded the motion. Three of the Commissioners were in favor. 
Commissioner Brandon recused herself from voting on this item. Resolution 
No. 09-14 was approved. 

B. Request authorization to award Construction Contract No. 2725. Pier 80 
Security Fences Project, to Crusader Fence Co., Inc. in an amount not-to- 
exceed $172,900. and to increase the contract amount by 10% (or $17.290) 
through contract modification or change order for a total of $190,190, in the 
event of unanticipated contingencies. (Resolution No. 09-15 ) 

Ken Chu, Project Engineer, indicated that on September 9, 2008, the Port 
Commission authorized staff to advertise the project. Two weeks ago, staff 
received seven bids for the project. The bid summary is attached to the staff 
report. Port staff reviewed the bids and determined that Crusader Fence 
Company is the lowest responsive, responsible bidder. Crusader's bid is 
$172,900. The project scope includes replacing substandard fences and 
constructing approximately 1500 linear feet of new fences and 13 new gates 
at Pier 80. The project will be funded 75% from the US Department of 
Homeland Security and 25% from the California Homeland Security Grant 
Program. 

ACTION: Commissioner Brandon moved approval; Commissioner Shakofsky 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-15 was approved. 



M031 02009 

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C. Request authorization to advertise a Request for Qualifications (RFQ) 

soliciting As-Needed Engineering and Related Professional Services for three 
contracts, at $1.5 million each, totaling $4.5 million. (Resolution No. 09-16 ) 

Norma Nelson, Contract Manager, indicated that this solicitation is required in 
order for Port staff to have sufficient resources available to complete the 
various projects. Oftentimes, there is a need for additional expertise that Port 
staff may not have available or the workload may not permit completing that 
work as needed at that particular time. That is one of the major reasons why 
staff is asking the Commission to authorize staff to advertise this solicitation. 
The Port currently has a dozen or so as-needed contracts. This particular 
solicitation is to replace the as-needed architectural/engineering contracts 
with Creegan and D'Angelo and Winzler and Kelly Joint Ventures. Those two 
contracts total $3 million or $1.5 million each. In this particular solicitation, 
staff is asking the Commission to allow staff to increase the pool to three 
teams in order to have more resources available to complete the large 
number of projects that are coming up under the capital program and the 
ongoing maintenance needs at the Port. In addition to the Commission's 
approval, staff had to secure the approval of the Civil Service Commission as 
well as touch bases with Local 21 and other city departments to make sure 
that they agree with us proceeding with this solicitation and work out an 
agreement with them to assure them that at any time, City or Port employees 
can perform any of the work that is required under these as-needed contracts, 
City employees would have first opportunity to offer those services and 
complete that work. We were able to get Civil Service Commission's 
approval, Local 21 approval and other city departments. Ms. Nelson 
requested Commission's approval to advertise the RFQ. Staff will adhere to 
the City's requirements for a formal competitive process and follow all 
requirements concerning the selection process including selecting a panel 
that would independently evaluate all of the teams submitting proposals and 
include 20% LBE participation on all three of the contracts. 

ACTION: Commissioner Hardeman moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-16 was approved. 

11. NEW BUSINESS / AGENDA SETTING 

Executive Director Monique Moyer indicated that the next meeting is March 24 and 
staff plan an informational presentation on key aspects of our rail program as well 
as two action items which would be an amendment to our contract with our short 
line operator, SF Bay Railroad and an MOU with the Municipal Transportation 
Authority as it relates to trackage rights going north on Illinois Street near Pier 70. 
Staff also intend to present a grander plan for the Foreign Trade Zone which is 
now under the Port's control and operation as well as award a contract for soils 
and investigation work at Pier 70. There will be no Port Commission meeting in the 
first part of April. The next meeting will be April 28 and we hope to have some 
updates to our development progress with SWL 337. 

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12. PUBLIC COMMENT 

13. COMMUNICATIONS 

14. ADJOURNMENT 

ACTION: Commissioner Hardeman moved approval to adjourn the meeting; 
Commissioner Brandon seconded the motion. All of the Commissioners were in 
favor. 

Commission President Fong adjourned the meeting at 3:55 p.m. 



M031 02009 

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SAN FRANCISCO PORT COMMISSION 

Rodney Fong, President 

Stephanie Shakofsky, Vice President 

Kimberly Brandon, Commissioner 

Michael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

Monique Moyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 

AGENDA 

TUESDAY, MARCH 24, 2009 

2:00 P.M. CLOSED SESSION 

3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfport. com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 



03-20-09P12:36 RCVD 

1. CALL TO ORDER / ROLL CALL . n . ;CD . iy , MT 

GOVERNMENT 

2. APPROVAL OF MINUTES - March 10, 2009 DOCUMENTS DEPT 

3. PUBLIC COMMENT ON EXECUTIVE SESSION MAR 2 ° 2009 

4. EXECUTIVE SESSION SAN FRANCISCO 

PUBLIC LIBRARY 
A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING AND 
ANTICIPATED LITIGATION MATTERS (DISCUSSION & ACTION 
ITEMS). 

a. Discuss existing litigation matter pursuant to California Government 
Code Section 54956.9(a) and San Francisco Administrative Code 
Section 67.10(d) (1 case). 

A03242009 



• San Francisco Pier 33 LLC v. City and County of San Francisco, 
Port of San Francisco, et al . (San Francisco Superior Court Case 
No. CGC-07-464954). 

Number of case: J_ City, As Defendant 

Proposed Action: Recommending that the Board of Supervisors 

approve the settlement between the City and County of San 

Francisco and San Francisco Pier 33, LLC ("Plaintiff"), 

substantially in the form of the settlement agreement on file with 

the Port Commission Secretary, including the following terms and 

conditions: 

1 . That the Port shall pay $225,000 to Plaintiff; and 

2. The Port and Plaintiff shall enter into a fifth amendment to the 
lease between the Port and San Francisco Pier 33, LLC for space 
at Pier 33, substantially in the form of the fifth amendment on file 
with the Port Commission Secretary that includes the following 
terms and conditions: 

(a) Allows the Plaintiff to use up to one-third (1 ,433 square 
feet) of the first floor of the premises, currently limited to use as a 
restaurant, for other retail uses that are consistent with the public 
trust, approved by the Port, and approved by applicable 
regulatory agencies; 

(b) Grants to Plaintiff in 2014, at the end of its current lease 
term, the right of first refusal to a new lease on the following 
terms: (i) a term of approximately five years, but in no event 
extending beyond June 30, 2019; (ii) rent for the second and third 
floors at the Port's 2014-2015 published rate; and (iii) rent for the 
first floor restaurant/retail space at the greater of (A) the 2014- 
2015 published rate for the retail property or (B) for the previous 
month, seven percent of gross food or other retail sales receipts 
and ten percent of gross alcohol sales receipts received by any 
subtenant or operator of the restaurant/retail operation(s); and 

(c) Allows Plaintiff to replace current signage on the canvas 
awnings or the walls of the premises with signage identical in 
size, color, and materials. 

b. Discuss anticipated litigation matter pursuant to Section 
54956.9(b)(1) of the California Government Code and Section 
67.10(d) of the San Francisco Administrative Code. (Discussion and 
Action Item) 

Number of potential cases: 1 As Defendant 

A03242009 

-2- 



F. Alioto Fish Company, Inc. ("F. Alioto") requested court leave to 
intervene in the Port's pending action against Exxon Mobil Oil 
Corporation ("ExxonMobil") by proposing to file a complaint against 
the City as intervenor in City and County of San Francisco v. Exxon 
Mobil Oil Corporation (U.S. District Court, Case No. C-08-03490- 
MHP), alleging nuisance, trespass, breach of contract, breach of the 
covenant of quiet enjoyment, and seeking declaratory relief, all 
arising out of F. Alioto Fish Company's leases with the Port of San 
Francisco for premises in Fisherman's Wharf and the release of 
petroleum product near the leased premises (the "Claims"). The 
District Court denied leave to intervene on jurisdictional grounds. F. 
Alioto has informed the District Court that it intends to file a suit in 
San Francisco County Superior Court against the Port and 
ExxonMobil, asserting the Claims, but intends to enter into settlement 
negotiations with the City to avoid litigation expenses subject to an 
agreement to toll the statute of limitations on any such action. 

Proposed Action: Approval of an agreement between F. Alioto Fish 
Company, Inc. and the City and County of San Francisco, through its 
Port Commission that: (i) tolls the statute of limitations for filing suit 
against the City based on the Claims for a period of 90 days; and (ii) 
requires the parties to use best efforts while the statute is tolled to 
seek a global settlement of all outstanding issues with respect to F. 
Alioto Fish Company's leases with the Port and F. Alioto Fish 
Company's use of the leased premises. 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-Citv/Port representative.* 

a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 
Development 
* Negotiating Parties : 

(1) San Francisco Giants, Wilson Meany Sullivan, Kenwood 
Investments, The Cordish Company, Stockbridge Capital, Farallon 
Capital Management, LLC 

Under Negotiations: Price Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 
China Basin Park, and Pier 48. In this executive session, the Port 



A03242009 



intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report 

• Removal of Spider Sculpture at Pier 14 - April 2009 

• Modifications to the Promenade Ribbon sculpture between Piers 9 and 33 
and between Piers 30 and 38 on The Embarcadero 

• Sunday Streets - April 26 and May 1 0, 2009 

• Transportation Worker Identification Credential (TWIC) Implementation 
Update 

8. MARITIME 

A. Informational Presentation on freight rail service to the Port of San Francisco. 

B. Request approval of Second Amendment to San Francisco Bay Railroad, Inc. 
Lease No. 14397 for space at the Port's railyard located at 100 Cargo Way 
(Resolution No. 09-17) and First Amendment to San Francisco Bay Railroad, 
Inc. Lease No. 14502 for locomotives 23 and 25. (Resolution No. 09-18) 

9. REAL ESTATE 

A. Request approval of a Proposed Agreement for a Construction Materials 
Recycling Center at Seawall Lot 352 at Amador Street between the Port and 
Sustainable Crushing Ventures, LLC. (Resolution No. 09-21) 

A03242009 



10. PLANNING & DEVELOPMENT 

A. Request approval for award of contract to Treadwell & Rollo, Inc., for 
Environmental Investigation within the Pier 70 Master Plan Area, located east 
of Illinois Street between Mariposa and 22 nd Streets, in amount of $1 ,249,802, 
with a three-year term and option to renew for up to two additional years. 
(Resolution No. 09-19) 

B. Request authorization to file application to amend the San Francisco Bay 
Conservation and Development Commission San Francisco Waterfront 
Special Area Plan in connection with the Exploratorium Project at Piers 15/17 
on The Embarcadero at Green Street. (Resolution No. 09-20) 

11. NEW BUSINESS /AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational Presentation regarding the status of PG&E's environmental 
investigation at the Potrero Power Plant shoreline (April 28, 2009) 

• Informational presentation regarding Lease No. L-14630 with D & G 
Company, a California Limited Liability Corporation, doing business as 
Lou's Pier 47 for a term of fifteen years and accompanying Sidewalk 
Encroachment Permit and Revocable License to use Property No. 14651 
for a month-to-month term (April 28, 2009) 

• Request authorization to enter into a Memorandum of Understanding with 
the San Francisco Municipal Transportation Agency for the Port of San 
Francisco to relinquish its rights to cargo freight rail service north of Cesar 
Chavez along Illinois Street (April 28, 2009) 

• Request approval of Self-Operation and Maintenance of Foreign Trade 
Zone (April 28, 2009) 

• Request approval to amend Harbor Code to allow Parking meters to be 
installed in the Pier 52 Parking Lot, located on Terry Francois Boulevard 
(April 28, 2009) 

• Informational presentation by Public Utilities Commission staff on North 
Point force main sewer repair (May 12, 2009) 

• Request authorization to award the Seawall Lot 337 Development 
Opportunity (May 12, 2009) 

• Informational presentation on Port and Port tenant applications for funding 
for projects under the American Recovery and Reinvestment Act (HR.1 ) 
(May 26, 2009) 

• Request authorization to award three As-Needed Engineering and Related 
Professional Services contracts, at $1.5 million each, totaling $4.5 million 
(May 26, 2009) 

• Request authorization to advertise As-Needed Environmental Professional 
Engineering Services (May 26, 2009) 

• Request authorization to award two (2) three-year leases for surface 
parking: Bid Opportunity A: Seawall Lot 301 commonly known as the 

A03242009 

-5- 



Triangle Parking Lot, bounded by Taylor Street, Jefferson Street, and 
Powell Street and SWL 314 bounded by the Embarcadero, Bay Street, and 
Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 bounded by 
Front Street and Broadway, SWL 323 bounded by Davis Street and the 
Embarcadero, SWL 321 bounded by Front Street, Green Street and the 
Embarcadero and SWL 324 bounded by Davis Street, Front Street and the 
Embarcadero, all located in the northern waterfront (May 26, 2009) 

• Update on the Port's 2008 Clean and Safe Neighborhood Parks General 
Obligation Bond Program (June 9, 2009) 

• Informational presentation on June 2009 Draft Preferred Master Plan for 
Pier 70 (July 14, 2009) 

• Request approval of Lease L-14646 with San Francisco Soccer, a non- 
profit corporation, for a term of two years for premises located at the valley 
of Pier 27-29 (Date to be determined) 

• Request authorization to award Pier 45 drainage improvements project 
(Date to be determined) 

12. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

13. COMMUNICATIONS 

Communications to the Port Commission from March 6 to March 19, 2009: 
• From the Instituto Laboral de la Raza, Invitation to the 2009 National Labor 
Community Awards Dinner on April 10, 2009 at the San Francisco Hilton Hotel 

14. ADJOURNMENT 



A03242009 

-6- 



April 14 


CANCELLED 




April 28 


2:00 p.m. 


Closed Session/Port Commission 




3:15 p.m. 


Open Session 


May 12 


2:00 p.m. 


Closed Session/Port Commission 




3:15 p.m. 


Open Session 


May 26 


2:00 p.m. 


Closed Session/Port Commission 




3:15 p.m. 


Open Session 


NOTES: 







APRIL/MAY 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 

Date Time Group Location 

Port Commission Room 

@ Ferry Building 

Port Commission Room 

@ Ferry Building 

Port Commission Room 

@ Ferry Building 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nernev@sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a bi-monthly basis, on the third 
Thursday of the month, from 1 1 :30 a.m. to 1 :30 p.m. @ Pier 1 . Contact Jim Maloney @ 274- 
0519 or iim.malonev@sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEW AG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jennifer Sobol @ 274-0548 or iennifer.sobol@sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez@sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre@sf port.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1 . Contact Dan 
Hodapp @ 274-0625 or dan.hodapp@sfport.com 
A03242009 

-7- 



ACCESSIBLE MEETING INFORMATION 
FERRY BUILDING: 



The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 



A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A03242009 

-8- 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf(5) sfqov.org . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 



The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and report 
lobbying activity. For more information about the Lobbyist Ordinance, please contact 
the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San Francisco, CA 
94102, phone (415) 581-2300 or fax (415) 581-2317; web site: www.sfqov.org/ethics . 



A03242009 



PORT- 

SAN FRANCISCO 

MEMORANDUM 

March 19,2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon, 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

FROM: Brad Benson -£>—& -^l.^*^^ 

Special Projects Manager 

SUBJECT: Informational presentation on freight rail service to the Port of San 
Francisco 

DIRECTOR'S RECOMMENDATION: Informational Only - No Action Required 
Introduction 

Freight rail access is a critical component of the Port of San Francisco's maritime cargo 
business. Rail, together with highways, provide the critical infrastructure that facilitates 
the movement of goods to and from Port cargo terminal facilities. Port staff continues to 
focus on freight rail access because of several recent developments. The Port has 
been approached with significant cargo opportunities that require freight distribution via 
rail. The opening of the Illinois Street Intermodal Bridge in 2008 also provided the Port 
with expanded cargo marketing opportunities for Pier 80 with the efficient on-dock rail 
capability. 

The recently commissioned Maritime Cargo and Warehouse Market Analysis, which 
staff reported to the Commission on January 13, 2009, highlighted the importance of 
freight rail for the movement of cargoes it recommends the Port pursue. Additionally, 
the Caltrain Peninsula Corridor Joint Powers Board ("Caltrain" or "JPB") has plans to 
electrify the Peninsula corridor line by 2015, which could permanently restrict height 
clearances; it is important to understand how this development may impact the Port. 

Port staff has responded to these developments by working with freight rail stakeholders 
Caltrain, Union Pacific Railroad ("UPRR"), and the Port's rail operator, San Francisco 



THIS PRINT COVERS CALENDAR ITEM NO. 8A 



?T OF SAN FRANCISCO 



FAX 415 274 0528 web sfport.com San Franciscc 



Bay Railroad, to discuss securing the clearances and operational commitments needed 
to service the business opportunities presented to the Port. Staff has also been 
following developments with the California High Speed Rail project to determine how it 
may affect freight rail access. This staff report describes the issues involved with freight 
service to the Port of San Francisco and the potential impact to the Port's freight rail 
accessibility. 

Overview 

The Port of San Francisco's peninsula location has provided challenges with freight rail 
access for many years. When Southern Pacific Railroad threatened to eliminate both 
freight and passenger rail service on the Peninsula line between San Jose and San 
Francisco in the late 1970s, San Francisco, San Mateo and Santa Clara formed the 
three-county JPB. JPB subsidized and eventually purchased the line and preserved it 
for both freight and Caltrain passenger service. The JPB Board of Directors consists of 
three members from each county: San Francisco's representatives are Supervisor Sean 
Elsbernd, Treasurer Jose Cisneros, and Municipal Transportation Agency Executive 
Director Nathaniel Ford. 

The Caltrain line passes through four tunnels built in 1906 that run under the Bayview 
and Potrero Hill neighborhoods. Two of these tunnels are the main impediments to 
expanded freight rail access to the Port of San Francisco. In the early 1990s, in an 
effort to upgrade intermodal capabilities to enhance business opportunities, the Port 
designed a "gauntlet track" that proposed to run a third line down the middle of these 
arched tunnels to provide sufficient height clearance for double-stack container trains. 
While fully-designed and partially-funded by a grant, the project never commenced due 
to commercial considerations. 

Challenges to the Port's freight rail access continue today. The existing height 
clearance restrictions in the Caltrain Tunnels 3 and 4 leading to and from San Francisco 
and the planned Caltrain electrification project constrain the Port's ability to secure 
cargo. Lack of double-stack container clearance hastened the decline of the Port's 
container business, which was discontinued in 2005. In 2006, the Port had an 
opportunity to move automobiles through Pier 80. A Letter of Intent that was concluded 
between the parties expired without action primarily because of height clearance issues 
through the Caltrain tunnels for tri-level automobile railcars. A current opportunity to 
import automobiles from China and assemble plug-in hybrid electric vehicles at the Port 
is in jeopardy for the same reason. 

Freight rail is an environmentally sustainable method for moving freight. Moving freight 
by rail rather than by truck offers the benefits of moving cargo with lower air emissions 
and greater fuel efficiency, while reducing road congestion at the same time. 
Maintaining freight rail access to San Francisco is important for goods movement during 
times of catastrophic and emergency events. 



-2- 



History 

The San Francisco & San Jose Rail Road ("SF&SJRR") began grading and construction 
of the Peninsula line on July 15, 1 861 . The line was opened for service on October 1 7, 
1863 between San Francisco and Menlo Park, the first railroad track system in the 
state. On January 16, 1864 the rest of the line from Menlo Park to San Jose was 
opened. The railroad was consolidated into the Southern Pacific Railroad ("Southern 
Pacific") on October 12, 1870. 

The first full-sized steam locomotive produced in the state of California, an American 4- 
0-0, was built for the SF&SJRR by the Union Iron Works in San Francisco. It was 
appropriately called the "California." Its inaugural run was August 30, 1865, during 
which it set a speed record of 67 miles per hour. 

Southern Pacific operated the line for both passengers and freight from 1870 until 1980, 
at which time Caltrans began operating the commuter line. The JPB started operating 
Caltrain in 1987, and purchased the line from Southern Pacific in 1991. Southern 
Pacific continued operating freight through a Trackage Rights Agreement (TRA). UPRR 
assumed the freight rights in 1996 when it purchased Southern Pacific. 

Current Issues Affecting Freight Rail Service 

The primary issues the Port currently faces with freight rail service are: 

• Tunnel clearances and other clearances along the Caltrain line to allow for 
increased freight capacity (auto carriers); 



• 



• 



• 



• 



Operational constraints along the Caltrain line for building and moving freight rail 
trains; 

Electrification plans for the Peninsula Corridor, which will lower clearances along 
the entire corridor, limiting capacity; 

Economics of running freight along the line, as influenced by the Caltrain/Union 
Pacific Trackage Rights Agreement (TRA); 



• 



Commitment from UPRR the freight rail operator to operate on the line; and 

California High-Speed Rail Authority's plans for operating on the line. 

Tunnel Clearances 

Tunnels 3 and 4 on the Caltrain mainline do not currently provide adequate overhead 
clearance to move tri-level auto railcars. These railcars are 19 feet high. Based on 
laser-scanned measurements provided by UPRR and UPRR's own standard for 
clearances through tunnels, Port staff believes that only a portion of one tunnel would 



-3- 



require modification of approximately 3-7 inches of increased height to allow these auto 
railcars to pass. 

Caltrain has a different view; it has imposed a more stringent clearance requirement 
than the UPRR. Caltrain requires a more restrictive "dynamic envelop," which is the 
amount of clearance space between the tunnel wall and the railcar required to prevent 
the railcar from hitting the sides of the tunnels. The dynamic envelop takes into account 
the railcar's back-and-forth and up-and-down rocking motion. Tunnel modifications 
incorporating the Caltrain dynamic envelop would require tunnel modification for the 
entire length of Tunnels 3 and 4 and increase potential project costs by a significant but 
unknown amount. 

The Trackage Rights Agreement (TRA), which lays out the terms for moving freight over 
the line, commits to maintaining height clearances as they existed when Caltrain took 
over the line. Caltrain advises that this height is approximately 17 feet. However, the 
TRA also notes that if UPRR requires additional clearance, Caltrain agrees to provide 
this clearance in a timely manner (at UPRR's cost) provided that the additional 
clearance would not materially impair or interfere with Caltrain's operation. Depending 
on what would be required to provide the additional height clearance, Caltrain could be 
required to provide this service as long as commuter service is not disrupted and a 
funding source is identified. 1 

The Port's cargo freight opportunities are restricted today by the height limitations within 
Tunnels 3 and 4, but would be further restricted the length of the corridor by the 
proposed Caltrain electrification project. Figure 1 shows the JPB Freight Line context 
and setting in San Francisco, including Tunnels 3 and 4. 



The need for providing height clearances for double-stack container trains through use of a "gauntlet 
track," described earlier, was envisioned at the time the TRA was concluded, and a special clause was 
written into the TRA citing this eventuality. 



Figure 1: JPB Freight Line, San Francisco Context and Setting 




Port of San Francisco 
JPB Freight Una 
Context & Setting 







Piers 96 • 80 






Port Cargo Facilities 



Electrification Plans 

Caltrain has plans at the 35 percent design phase to install overhead electrification on 
the full length of the line. In the Draft Environmental Assessment/Draft Environmental 
Impact Report 2 for the project, Caltrain notes the primary purposes of its electrification 
program are to 1 ) improve train performance, 2) reduce noise, 3) improve regional air 
quality, and 4) modernize Caltrain. Electrification will not only provide for cleaner and 
quieter trains, but will also allow Caltrain to increase the number of trains that operate 
on the line and thereby increase capacity. Caltrain plans to electrify the system by 
2015. The final design is expected to be completed by mid-2010. 

Port staff notes that it has been Caltrain's policy objective to increase passenger rail 
capacity and thus reduce the window for operating freight on the line over time. The 
TRA UPRR with perpetual freight rights on the line, but freight eventually may be limited 
to moving between midnight and 5:00 a.m., when no commuter trains are running on 
the line. 



Peninsula Corridor Joint Powers Board (April 2004), U.S. Department of Transportation 
Federal Transit Administration. http://www.caltrain.com/EA-EIR_2004_draft.html 



-5- 



Though the electrification project is not fully funded, Port staff understands that Caltrain 
is preparing to apply for $250 million in American Recovery and Reinvestment Act 
(HR.1) funding to finance the project. Caltrain expects the Federal Transit 
Administration to give the electrification project its environmental approval in the coming 
months. The City and County of San Francisco, through Mayor Gavin Newsom, the 
Board of Supervisors and the San Francisco County Transportation Authority, has 
endorsed the Caltrain electrification project. 

Current electrification plans call for overhead wires to be installed at a height of 16 feet 
4V2 inches to 18 feet 9 inches above the rails. This would not provide adequate 
clearance for the 19 foot height required for auto railcars and would limit the Port's 
ability to attract new or expanded cargos requiring a higher clearance than currently 
afforded by the TRA. 

The California Public Utilities Commission's General Order 95 Section 74.4B requires 
overhead wires to be installed at 22 feet 6 inches above the rails. Caltrain, however, 
disputes that the CPUC height requirement will apply to its electrification project. 

The Port and JPB missions are not mutually exclusive, in that ultimately both 
organizations share the goal of reducing congestion on Bay Area roadways. 

Freight Rail Economics and the Trackage Rights Agreement 

The Peninsula rail corridor was sold by Southern Pacific Railroad to the Caltrain JPB in 
1991 . The parties entered the TRA at that time, which delineates the rights of both 
parties to operate on the shared track. This language allowed Southern Pacific (and 
later UPRR) to retain exclusive rights to freight service on the Peninsula. However, the 
TRA also requires the UPRR to pay a fixed percentage of rail maintenance and capital 
upgrade costs of the line as well as an additional amount calculated from the tonnage of 
freight they move ("Speed Factor Gross Ton Formula"). This formula is not applied at 
any other joint operating facility on the UPRR system. The resulting cost of the 
operation has burdened the UPRR with extraordinarily high overhead/maintenance 
expenses, relative to car load volume. UPRR has informed the Port that its costs for 
running freight on the Peninsula corridor are significantly higher than on any other track 
in its system. 

As a result, the UPRR has a disincentive to see railcar volume grow on the Peninsula 
corridor under the current TRA arrangement. UPRR has advised the Port that it would 
prefer to turn over freight operating rights to a shortline rail operator. However, this 
would most likely require Caltrain to renegotiate this aspect of the TRA, as a shortline 
operator would not be able to provide economical service under these terms. UPRR 
and Caltrain have been discussing a new arrangement for a number of years, but to 
date have not been able to come to terms. 



-6- 



In addition, the TRA has an allowable vehicle heights provision which allows for the 
movement of freight railcars with a maximum height of 15 feet 6 inches (though case- 
by-case exceptions have been made). 

Commitment from UPRR to Operate on the Line 

As noted earlier, the Port also requires cooperation from UPRR to provide crews, railcar 
and locomotive equipment and coordination with Caltrain to service the Port's enhanced 
freight rail needs. Even if height clearance issues are resolved with Caltrain, the Port 
cannot increase its freight rail activity without UPRR's commitment. To date the Port 
has not been able to secure this commitment, primarily due to the economic 
disincentives caused by the terms of the TRA. In fact, the UPRR to date does not list 
the Port of San Francisco on its website as one of its officially-served ports. 

California High-Speed Rail Authority ("High-Speed Rail Authority") 

With the passage of Proposition 1B on California's November 2008 ballot which 
provides nearly $10 billion in bond money to help finance the project, the High-Speed 
Rail Authority is moving forward to design their San Francisco to Los Angeles service. 
Benefits of high-speed rail cited by High-Speed Rail Authority include a reduction in 
traffic congestion, less energy consumption as compared to car or airplane travel, 
reduced air emissions, economic development and job creation. The High-Speed Rail 
Authority is also competing with other states for American Recovery and Reinvestment 
Act funding. 

The City and County of San Francisco, through Proposition H (adopted by voters in 
1999), and through Mayor Gavin Newsom, the Board of Supervisors and the San 
Francisco County Transportation Authority, has endorsed high-speed rail to San 
Francisco. 

The High-Speed Rail Authority is in discussion with Caltrain to coordinate electrification 
designs for the respective agencies. Our understanding is that High-Speed Rail 
Authority favors an overhead wire height of between 16 feet 47a inches and 18 feet 9 
inches, which is in conflict with the auto railcars' height of 19 feet. High-speed rail is 
planned to run from San Francisco to Los Angeles and San Diego, with an additional 
line to Sacramento. The height clearance issue is one that will have to be resolved 
throughout the state - not just in San Francisco - particularly if the High-Speed Rail 
Authority plans to share right-of-way with freight rail lines in other areas. Port staff will 
continue to monitor these projects. 

Summary of Peninsula Corridor Rail Clearance Issues 

Table 1 below compares the height needed by the Port to operate freight rail versus 
current height limits, and planned height limits. 



-7- 



Table 1: Height Issues Along Peninsula Corridor 


Issue 


Height 


Current Height Limit (TRA) 


1 5 feet 6 inches 


Caltrain Electrification Overhead Wires 


1 6 feet 4 1 /4 inches 
to 18 feet 9 inches 


Maximum Height of Current Freight Railcars 


17 feet 


Preferred High-Speed Rail Overhead Wires 


1 8 feet 9 inches 


Height of Tri-Level Automobile Railcars 


19 feet 


California Public Utilities Commission's General Order 
95 Section 74.4B Overhead Wire Requirement 


22 feet 6 inches 



Cargo Opportunities 

As noted earlier, two significant opportunities for importing automobiles through the Port 
of San Francisco have been presented to the Port in the past few years. In December 
of 2006 the Port and The Pasha Group ("Pasha") signed a Letter of Intent for a 
preferential, non-exclusive management agreement on portions of Pier 80 to develop an 
auto processing facility similar to the one they currently operate at the Port of San 
Diego. The primary auto customer was to be General Motors, with initial projected 
volumes of 80,000 automobiles annually providing a projected $2.5 million in revenue to 
the Port. 

During ensuing discussions it became clear that General Motors required the ability to 
distribute nearly 80% of the imports via rail. Because of the Port's inability to secure 
adequate height clearance through the Caltrain tunnels for tri-level auto railcars, the 
Letter of Intent was cancelled with mutual consent in June of 2007. Pasha recently 
signed a Memorandum of Understanding with the Port of Grays Harbor in Washington 
to develop an auto terminal. Additionally, the City of Pittsburg, California is looking at 
using surplus industrial sites on their waterfront for auto import opportunities. Pasha 
remains in contact with Port staff and continues to express interest in developing an 
auto processing facility if the tunnel clearance situation can be resolved. 

More recently, Brilliance Autokam North America ("Brilliance") approached the Port in 
November 2008. Brilliance has been designated the importer of record for Chinese 
automobiles that will be marketed in the U.S. under the same name. The Brilliance 
manufacturing facility in China is a joint venture operation with BMW. The manufacturer 
displayed a line of four internal combustion vehicles at the Detroit Auto Show in January 
2009 and the automobiles were well received by the public. Brilliance Autokam believes 
that the automobiles will be ready for importation into the U.S. once the economy 
recovers from the current economic downturn. The company favors using the Port of 
San Francisco for their import operation. 

An exciting aspect of the Brilliance business proposition is that the company is 
developing (and plan to manufacture) a plug-in hybrid electric vehicle domestically that 



-8- 



the company proposes to assemble at the Port of San Francisco and distribute from 
here. The Port is in active dialog with Brilliance regarding this opportunity, in 
conjunction with Mayor Gavin Newsom's ChinaSF Initiative and the Mayor's Office of 
Economic and Workforce Development. 

The Maritime Cargo and Warehouse Market Analysis completed by CBRE Consulting 
and Martin Associates in January 2009 cites automobiles as a key potential cargo 
opportunity for the Port. The analysis estimates that an auto import/export operation at 
the Port with an annual volume of 1 1 5,000 automobiles would create a total of 407 
direct, indirect and induced jobs, with approximately $3.9 million in annual tax payments 
to State and local governments. The report estimates that the potential auto 
throughput at Pier 80 could reach 150,000-200,000 automobiles. 

The report also identifies wind energy project cargo as an important opportunity. These 
green-tech renewable energy cargoes align with the City's goal of attracting green 
business. These windmill imports and exports will require freight rail for inland transit. 
The Port of Stockton has had recent success in luring this cargo to its port, and works 
with its Class I railroads UPRR and Burlington Northern Santa Fe to move much of this 
product to the subject wind farm project site via rail. 

Port staff has also pursued opportunities for moving bulk commodities through Piers 94 
and 96. Some of these would require transport by rail. The CBRE/Martin report notes 
that the Port's geographic location, water depth and proximity to open ocean trade lanes 
to Asia should position the Port of San Francisco as a leading candidate for bulk import 
and export commodities such as ore, coal, slag and bauxite. It notes that these types of 
cargoes typically move inland via unit trains. The Port's direct rail access to the Pier 
94/96 terminals and recent completion of the Illinois Street Bridge project, which 
provides direct on-dock rail to the Pier 80 terminal, will further provide the Port with the 
ability to attract these cargoes. 

The Port has the opportunity to expand the geographic distribution area of its current 
breakbulk steel business because of the new rail access to Pier 80. Several current 
Port steel customers have expressed an interest in expanding their distribution from the 
Port using the on-dock rail, and we expect to see their volumes increase once economic 
conditions improve. 

Benefits of Freight Rail into San Francisco 

The Caltrain line provides many benefits to the City and region. The commuter line 
takes cars off area roads, thereby reducing air pollution and traffic congestion. 
Likewise, the freight rail cargo removes trucks from the roads and provides similar 
benefits. Rail is the most efficient means for moving large volumes of freight, both in 
terms of cost and environmental impact. One railcar can handle on average the 
equivalent of four truckloads of freight; one freight train can move the equivalent of 280 
truckloads of freight. Rail reduces the use of diesel fuel by 88 percent over trucks, 
meaning freight moving via rail can travel over eight times as far as trucks on the same 



-9- 



amount of fuel. Freight rail cuts critical air pollution emissions by up to 90 percent. 
When considering that over 55,000 trucks transit the City each day with goods, it is easy 
to imagine how an efficient use of freight rail can reduce both the traffic congestion and 
air pollution caused by trucks. 

The Peninsula line is important for goods movement both during normal times and 
during times of emergency. In response to the 1906 earthquake, relief supplies came 
into San Francisco by train and debris was removed by train. A similar natural disaster 
in the future will likely require multiple modes for transporting relief supplies into the 
City, including rail. 

Freight rail along the Peninsula corridor is critical to the movement of goods both for the 
Port of San Francisco, the Port of Redwood City and other Peninsula cities. Granite 
Rock, the largest mover of freight rail on the line, operates two large asphalt and 
building materials facilities that supply the entire Peninsula. The Ports' cargo activities 
in turn provide economic development benefits to the communities they serve, including 
hundreds of well-paying union jobs and millions of dollars of annual revenues to the Port 
and City. Without ongoing freight rail access, the long-term viability of the Port's cargo 
business may be in jeopardy. 

Next Steps 

Port staff will continue exploring options with Caltrain and the High-Speed Rail Authority 
for securing augmented height clearances on the Peninsula corridor. Staff will 
coordinate efforts with UPPR, and market the cargo capabilities of the Port using the 
updated Maritime Cargo Market Analysis for guidance. Port staff will apprise the Port 
Commission, City policymakers and the public of Port discussions with Caltrain and the 
High-Speed Rail Authority and Port cargo marketing efforts. 



Prepared by: Jim Maloney 

Maritime Marketing Manager 

For: Peter Dailey 

Deputy Director, Maritime 



•10- 




OF 



"PORTS 

SAN FRANCISCO 

MEMORANDUM 

March 17,2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus /, 

FROM: Tina Olson ////^ ^ 
Deputy Director 

SUBJECT: Request approval of Second Amendment to San Francisco Bay Railroad, 
Inc. Lease No. 14397 for space at the Port's railyard located at 100 Cargo 
Way and First Amendment to San Francisco Bay Railroad, Inc. Lease No. 
14502 for locomotives 23 and 25. 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 



Background 

San Francisco Bay Railroad, Inc. (Tenant) has an existing eleven year lease dated 
January 1 , 2008 with the Port at the Port railyard located at 100 Cargo Way near Pier 
96 for 1,200 square feet of unimproved land space under Lease No. 14397 (the ICTF 
Lease"). Tenant has been active in various Port advisory groups and has actively 
worked with Port staff to market intermodal economic activities at the Port. Its core 
business has been moving contaminated soils in containers and gondola cars from 
various San Francisco construction projects by rail to Utah. Additionally, Tenant runs 
the Port's railyard and assists the Port's maritime cargo customers with intermodal 
cargo movement in and out of the Port's cargo terminals. Tenant facilitates the 
movement of railcars carrying steel, structural wood piers, aggregate and other 
materials for interchange with the Union Pacific Railroad. In conjunction with the ICTF 
Lease, Tenant leases and operates two Port locomotives under the Locomotives Lease 
No. 14502 for locomotives 23 and 25. 

In March 2008, the Port and Tenant executed a First Amendment to the ICTF Lease to 
reflect that LB Railco, Inc. changed its name to San Francisco Bay Railroad, Inc. 



This Print Covers Calendar Item No. 8B 



OF SAN FRANCISCO , -,,^^— ..-.^ ■ n ■■iimi n n i iiimmmmiibi 

I9UIHI 



ICTF Lease Amendments 

Lease No. 14397 requires Tenant, at its sole cost and without rent credits, to perform 
certain tenant improvements by December 1 , 2008, including: (a) construction of a 
Federal Rail Administration compliant locomotive inspection pit; (b) construction of a 
Biodiesel Transloading Facility; and (c) application to the Bay Area Air Quality 
Management District (Air District) for a grant to purchase and install a new hybrid 
industrial rail switch locomotive. 



100 Cargo Way - Port Railyard operated by San Francisco Bay Railroad 




Imagery Dates Jun 2007XJul 2007. 37"44-35.48"N l22- , 22'36.69'' W \elev 10 fU 



Tenant had initially asked for an eleven (1 1 ) year lease term in order to fully amortize 
the cost of the inspection pit and transloading facility, which were estimated to cost 
$200,000 at the time of lease execution. Tenant has constructed an interim inspection 
pit that meets Federal Rail Administration requirements, but has asked for more time to 
complete additional inspection pit improvements. This newly designed facility will 
include approximately 150 ft. of rail track and new rail switching apparatus and will be 
more robust than the earlier planned inspection pit and containment location. Port staff 
is amenable to extending the deadline until January 1 , 201 1 (two years), provided that 
the Tenant's amortization schedule does not change and that Tenant's failure to meet 



the new deadline will result in a 10% annual increase in rent and wharfage payments. 
The plans for this facility will be attached and incorporated into the Second Amendment. 

Port staff agrees that the need for construction of a biofuel transloading facility and 
containment area is now uncertain due to current market conditions and a potential local 
bio-fuel production facility. In lieu of this infrastructure improvement, Tenant will 
enhance the locomotive inspection pit design as described above to a degree of 
approximate equal value of the prior envisioned transload facility (total improvements of 
$200,000). 

In terms of the application to the Bay Area Air Quality Management District for a grant, 
Tenant has advised that it has not met the deadline because it is not now eligible for the 
Air District's funding for a new hybrid industrial rail switch locomotive. Port staff agree 
that this requirement should be revised so that Tenant must apply as soon as they 
become eligible. 

The ICTF Lease also required Tenant, at its sole cost and without rent credits, to 
convert its yard equipment and engines to operate on B20 biodiesel by March 30, 2009 
and to B100 biodiesel by March 30, 2010. Tenant has advised that state regulations 
setting new emissions standards for mobile cargo handling equipment at ports and 
railyards enacted subsequent to the effective date of the Lease, require it to retrofit or 
replace its yard equipment and engines. Instead of the blends specified in the Original 
Lease, Tenant proposes to use the highest biodiesel blend consistent with the 
manufacturers' warranty for biodiesel use in the new equipment, which in some cases 
could be as low as B5. Port staff believe that this request is reasonable and that the 
overall result will still improve air quality. Port staff will require Tenant to submit 
inventories and reports to ensure that biodiesel is being used to the maximum extent 
consistent with the manufacturers' warranty. 

Port staff and Tenant now desire to amend the ICTF Lease to address the issues 
discussed above, and to document that instead of a Letter of Credit in the amount of 
One Hundred Thousand Dollars ($100,000), Tenant provided cash in the same amount 
to be used for the same purposes, to update the indemnity provisions, and to 
incorporate Port and City requirements that were adopted subsequent to the effective 
date of the ICTF Lease. 

Locomotive Lease Amendments 

The Original Locomotive Lease requires Tenant to convert the Port's locomotives to 
operate on B20 biodiesel no later than March 30, 2009 and to operate on B100 no later 
than March 30, 2010 regardless of whether the locomotives are operational at the time 
of the required conversion. Tenant has advised Port staff that, with the assistance of 
the California Air Resources Board, it has determined through testing that B50 biodiesel 
blend is the optimum fuel for the locomotives. Based on Tenant's tests of different 
blends under working conditions and improvements in air quality from the use of B50 
biodiesel, Port staff agree that we should revise the Locomotives Lease to require use 
of B50. 



-3- 



Port staff and Tenant now desire to amend the Locomotives Lease to revise the fuel use 
standard and to update the indemnity provisions of the lease. 

RECOMMENDATION 

Port staff recommends that the Port Commission approve the Second Amendment to 
Lease No. 14397 and the First Amendment to Lease No. 14502 with San Francisco Bay 
Railroad, Inc. These amendments update and improve infrastructure and operational 
aspects of the agreements and also include all City requirements enacted since the 
original agreements were approved. 



Prepared by: Peter Dailey, Deputy Director, Maritime 



-4- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-17 



WHEREAS, 



WHEREAS, 
WHEREAS, 

WHEREAS, 



RESOLVED, 
RESOLVED, 



Charter Section 4.1 14 empowers the Port Commission with the 
power and duty to use, conduct, operate, maintain, manage, 
regulate and control the Port area of the City and County of San 
Francisco; and 

the Port's railyard located at 100 Cargo Way in the City and County 
of San Francisco, is within the Port's jurisdiction; and 

San Francisco Bay Railroad, Inc. currently utilizes the railyard and 
locomotive under existing Lease No. 14397 effective January 1, 
2008; and 

the San Francisco Bay Railroad, Inc., and the Port wish to amend 
this lease to revise provisions pertaining to required tenant 
improvements, use of alternative fuels, revise the indemnity 
provisions and include all new City requirements now required as 
further described in the attached staff report; now, therefore be it 

that the Port Commission hereby approves the Second Amendment 
of Lease No. 14397; and be it further 

that the Port Commission authorizes the Executive Director or her 
designee to execute and enter into any additional documents 
including non-material modifications to Lease No. 14397 that are 
consistent with the staff report as she deems necessary or 
appropriate, in consultation with the City Attorney, to consummate 
the transactions contemplated hereby or to otherwise effectuate the 
purpose and intent of this Resolution, such determination to be 
conclusively evidenced by the execution and delivery by the 
Executive Director or her designee of any such documents. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of March 24, 2009. 



Secretary 



-5- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-18 



WHEREAS, 



WHEREAS, 



WHEREAS, 



RESOLVED, 



RESOLVED, 



Charter Section 4.1 14 empowers the Port Commission with the 
power and duty to use, conduct, operate, maintain, manage, 
regulate and control the Port area of the City and County of San 
Francisco; and 

San Francisco Bay Railroad, Inc. currently leases two locomotives 
from the Port under existing Lease No. 14502 effective January 1, 
2008; and 

the San Francisco Bay Railroad, Inc., and the Port wish to amend 
this lease to revise provisions regarding use of alternative fuels and 
revise the indemnity provisions as further described in the attached 
staff report; now, therefore be it 

that the Port Commission hereby approves the First Amendment of 
Lease No. 14502 for locomotives 25 and 23 with San Francisco 
Bay Railroad, Inc.; and be it further 

that the Port Commission authorizes the Executive Director or her 
designee to execute and enter into any additional documents 
including non-material modifications to Lease No. 14502 that are 
consistent with the staff report as she deems necessary or 
appropriate, in consultation with the City Attorney, to consummate 
the transactions contemplated hereby or to otherwise effectuate the 
purpose and intent of this Resolution, such determination to be 
conclusively evidenced by the execution and delivery by the 
Executive Director or her designee of any such documents. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco 
Port Commission at its meeting of March 24, 2009. 



Secretary 



-6- 



n jy 



i 

PORT° f 

SAN FRANCISCO 

MEMORANDUM 

March 19,2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus r^P 

FROM: Susan Reynolds 

Deputy Director of Real Estate" 

/ 

SUBJECT: Request Approval of a Proposed Agreement for a Construction Materials 
Recycling Center at Seawall Lot 352 at Amador Street, between the Port 
and Sustainable Crushing Ventures, LLC 

DIRECTOR'S RECOMMENDATION: Approve the Attached Resolution 

Overview 

On February 24, 2009, Port staff made an informational presentation to the Port 
Commission regarding a proposed agreement ("Agreement") between the Port and 
Sustainable Crushing Ventures, LLC ("Sustainable Crushing Ventures" or "Tenant") that 
includes: 

1 . A services contract to process approximately 120,000 tons of material 
abandoned at the site by a former Port tenant ("Existing Stockpile") into fill 
material ("Fill Products") and other construction products for use or sale by the 
Port according to a defined scope of work 1 ("Scope of Work"); 

2. A lease for a recycling center for inert debris ("Construction Materials Recycling 
Center") on 6.75 acres of land on Seawall Lot 352 ("SWL 352") in the Port's 
Piers 90-94 Backlands 1 ("Backlands") area, with a 4.26 acre buffer area for 
stormwater management and landscaping improvements, for five (5) years with 
a five (5) year option (collectively, the "Site") pursuant to a competitive 
solicitation authorized by the Port Commission in October, 2007; and 



THIS PRINT COVERS CALENDAR ITEM NO. 9A 



1 The Scope of Work is provided in Exhibit A of Attachment 1 to this report. Exhibit B of Attachment 1 
depicts the Site. Figure 1 on page 3 of Attachment 1 is an area context map. 



' OF SAN FRANCISCO 






FAX 415 274 0528 



3. Authority for the Port and Sustainable Crushing Ventures to enter into a construction 
contract to place and compact Fill Products on the unleased portions of the 
Backlands later this calendar year at an agreed price of $3.50/ton, subject to 
approval by the Port Commission and the Board of Supervisors and to required 
regulatory approvals. 

Sustainable Crushing Ventures is a joint venture of S.F. Recycling and Disposal, Inc. 
("SFR&D"), a wholly owned subsidiary of Norcal Waste Systems Inc. ("Norcal"), and Raisch 
Company ("Raisch"), a California Corporation, dba Raisch Products (collectively, 
"Raisch/SFR&D"). 

The staff report for the February 24, 2009 Port Commission item describes the specific 
terms of the proposed Agreement and is incorporated herein as Attachment 1 . This report 
describes due diligence undertaken by Port and City staff and Sustainable Crushing 
Ventures to complete the necessary public outreach and obtain approvals required for the 
project prior to consideration of this Agreement by the Port Commission. 

Public Outreach 

Port staff has briefed the Southern Waterfront Advisory Committee (SWAC) on three 
occasions regarding the proposed project. Most recently, Port staff presented the 
proposed Agreement to SWAC on February 25, 2009. SWAC supported the proposed 
Agreement. 

Regulatory Approvals 

The San Francisco Department of Public Health ("DPH") reviewed the February 24, 2009 
Port Commission Staff Report and the proposed operations plan ("Operations Plan") in 
consultation with officials from the California Integrated Waste Management Board. Since 
the Lease and the Operations Plan prohibit processing loads with more than 10% 
deleterious material, the Department of Public Health has determined that it does not need 
to issue a Solid Waste Facilities Permit or related local permits. Instead, DPH has 
determined that the proposed operation is authorized to operate as a Type A Inert Debris 
Recycling Facility under California Code of Regulations Title 14 §§ 17380 et seq. Port staff 
concurs with this determination. 

In the future, should Port staff submit to the Port Commission and the Board of Supervisors 
a proposal to authorize expanded recycling activities 2 , allowing for processing of loads with 
up to 25% deleterious materials, additional review and permits will be required by the 
Department of Public Health pursuant to California Integrated Waste Management Board 
and local regulations. Sustainable Crushing Ventures understands its obligations to 
undertake such review and obtain the required permits in order to pursue these activities. 



2 As described in Attachment 1, if approved, the Expanded Recycling Activities would allow Sustainable 
Crushing Ventures to process a limited quantity of demolition material with a higher percentage of deleterious 
material (25% instead of 10%). Sustainable Crushing Ventures would pre-process, screen and sort loads rich 
in concrete and other inert recyclables in a distinct area of the premises, in a fenced enclosure. Sustainable 
Crushing Ventures would limit acceptance of this material to 175 tons per day or 54,600 tons per year. 



California Environmental Quality Act ("CEQA") 

The San Francisco Planning Department's Major Environmental Analysis Division has 
issued to the Port a General Rule Exclusion, which finds Port actions to approve new 
leases where the use under the new lease would continue an existing or prior use for the 
site without any substantial physical changes to the site or substantial intensification of the 
use are exempt from environmental review under CEQA. Since the allowed use by 
Sustainable Crushing Ventures under Lease No. L-14705 continues the prior use under 
Lease No. L-12831 between the Port and Specialty Crushing, Inc., without any substantial 
physical changes to the site or substantial intensification of the use, the Port Commission's 
approval of Lease No. L-14705 is within the Port's General Rule Exclusion. 

Operations Plan 

The Operations Plan documents the Tenant's procedures consistent with law, industry 
standards, and good housekeeping and provides a detailed description of Tenant's 
industrial activities and equipment, facility housekeeping, air quality and dust control, 
stormwater pollution prevention measures, hazardous materials and waste management, 
and other best management practices. 

The facility will receive inert materials from construction sites in and e round the City of San 
Francisco, process these materials by crushing, screening and segns gating the materials 
into a variety of Fill Products, and sell finished construction products. The Operations Plan 
will govern the construction materials recycling operation and the separate services 
contract to process the Existing Stockpile. 

The facility will accept no more than 1 ,500 tons per day of the feedstock material, which is 
classified as 'Inert Debris Type A under the California Code of Regulations Title 14 §§ 
17380 et seq. Type A material includes concrete, reinforcing material such as steel and 
fiberglass, roofing shingles, brick, slag, ceramics, plaster, and clay products. 

Inert debris will be received from third-party truckers that transport debris from construction 
sites in and around the City of San Francisco. The trucks will proceed along Amador Street 
to the site where they will be received at the scale house and inspected by the Weigh- 
master using a zoom-lens camera mounted directly above the scale house. Loads with 
hazardous materials or with excessive quantities of deleterious materials will be rejected. 
Once approved, the truck will be directed to an area where unprocessed material is 
stockpiled. Here the load will be discharged and further inspected. Unacceptable material 
will be rejected and re-loaded on the truck for proper disposal. Acceptable loads will be 
managed as part of the stockpile of unprocessed materials. 

A front-end loader will be used to transfer unprocessed material tc the crushing and 
screening plant. This mobile equipment consists of several types of crusher and screening 
systems that allow for the customized processing of each load. During crushing, dust will 
be managed from a computerized control booth where the operator will control eight spray 
nozzles, located at points of the operation where dust is likely to oe generated. Processed 
material will be segregated for sale by product type. Material will be loaded onto third-party 
vehicles; after vehicles are loaded, they will proceed to the scaler ouse, exit the site and 
proceed along Amador Street. 

-3- 



Dust at the Site will be managed with a water truck utilizing a light spray pattern to control 
emissions without creating a mud nuisance. In addition, the Port will require provisions in 
the Operations Plan to manage dust from vehicles entering, traveling through and exiting 
the Site. 

Port staff has reviewed a draft of the Operations Plan. Subject to agreement by 
Sustainable Crushing Ventures to incorporate Port staff comments, Port staff will 
recommend approval of the Operations Plan to the Executive Director. 

Stormwater Management 

Sustainable Crushing Ventures will comply with provisions of the California Statewide 
General Permit for Discharges of Stormwater Associated with Industrial Activity ("General 
Permit"), including a requirement to develop a Stormwater Pollution Prevention Plan 
("SWPPP") for the Site. Port staff is currently coordinating with Sustainable Crushing 
Ventures on development of a SWPPP for the crushing operation that will include natural- 
based stormwater management measures such as vegetated swales. The following 
measures will be incorporated into the SWPPP, including: 

• Designated parking for vehicles and heavy equipment, with provisions for oil/grease 
control; 

• Sustainable Crushing Ventures participation in the street sweeping program for 
Amador Street; 

• Installation of a sediment capture system around the facility perimeter; and 

• Dedicated concrete washout areas to prevent concrete slurry from reaching the Bay 
or landscaped areas. 

The SWPPP will be subject to Port approval acting in its regulatory capacity. 

Joint Venture Review 

Port staff has reviewed the joint venture agreement for Sustainable Crushing Ventures. 
The parties to the agreement are Raisch and SFR&D, each with a 50% ownership interest 
in Sustainable Crushing Ventures. The joint venture agreement deals with roles and 
responsibilities of the joint venture members, the relationship between the members, and 
other matters that do not directly affect the Port. 

Each member will be actively involved with Sustainable Crushing Ventures, with Raisch 
providing rock crushing services, management, and marketing and sales services to the 
company, and SFR&D providing technical, financial, and legal services, and support in the 
form of a limited financial guaranty provided to the Port by its corporate parent Norcal. 
Sections of the agreement that could affect the Port's interests relate to assignment of a 
member's interest in the joint venture and the dissolution of the joint venture. Pursuant to 
the Port's lease with Sustainable Crushing Ventures, Raisch Company may assign its 
ownership interest in Sustainable Crushing Ventures to Norcal without prior Port approval. 

-4- 



Any other assignment or transfer of ownership interest requires prior Port approval. 
Dissolution of the joint venture would require the members to make arrangements to a) 
exercise the early termination provisions of the Lease and b) make provisions to cover any 
Tenant obligations that survive the lease termination date. 

Human Rights Commission Goals 

Human Rights Commission ("HRC") staff has reviewed the proposed services contract 
portion of the Agreement and identified qualified Human Rights Commission-Certified Small 
and Local Economically Disadvantaged Business entities that provide security, materials 
testing and local trucking services eligible for participating in the Scope of Work and has 
established a goal of 10% participation for the cash value of work performed by Sustainable 
Crushing Ventures ($605,000.00 x 0.10 = $60,500.00). Sustainable Crushing Ventures has 
demonstrated a plan to achieve this goal. 

In addition, should the Port Commission, the Board of Supervisors and the City Purchaser 
("Purchaser") approve the Agreement, HRC staff will establish a separate goal for the 
construction contract, if the Port exercises its option to execute this portion of the 
Agreement. 

Recommendation 

Port staff recommends approval of the attached resolution approving the Agreement, 
authorizing additions, amendments or other modifications to Agreement that are 
determined to be in the best interests of the Port, and authorizing the Executive Director to 
approve Sustainable Crushing Venture's operations plan and site beautification plan. 

Next Steps 

If the Port Commission approves the resolution, the services contract will become effective 
upon approval by the Purchaser. Port staff has supplied the services contract to the 
Purchaser for review. Processing of the Existing Stockpile is likely to begin in April, 2009. 

Port staff will forward the Agreement to the Board of Supervisors for its consideration. 
Board of Supervisors approval is required for Lease No. L-14705 to become effective. 
Board of Supervisors and Purchaser approval are required for the Port to entertain the 
optional construction contract. 



Prepared by: Brad Benson, Special Projects Manager 
Rich Berman, Regulatory Specialist 
Lawrence Brown, Financial Analyst 
John Mundy, Utility Specialist 

Prepared for: Susan Reynolds, Deputy Director of Real Estate 



Attachments: 

Attachment 1 : February 24, 2009 Port Commission Staff Report and Exhibits 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-21 

WHEREAS, Charter Section 4.1 14 grants to the Port Commission the authority and duty to 
use, conduct, operate, maintain, regulate and control the lands within the Port 
jurisdiction; and 

WHEREAS, On October 1 1 , 2007, the Port Commission authorized Port staff to issue a 
request for proposals ("RFP") for a leasing opportunity at Pier 94, SWL 352, 
to operate a construction materials recycling facility specializing in processing 
of demolition concrete and related construction materials ("Construction 
Materials Recycling Center") and to process approximately 120,000 tons of 
material abandoned at the site by a former Port tenant ("Existing Stockpile") 
into fill material and other construction products for use or sale by the Port, 
pursuant to a defined Scope of Work; and 

WHEREAS, On February 26, 2008, the Port Commission approved Resolution 08-14 
authorizing Port staff to enter into an Exclusive Negotiation Agreement 
("ENA") with Raisch Company, a California corporation, dba Raisch Products, 
and San Francisco Recycling and Disposal, Inc. ("SFR&D"), a California 
corporation and wholly owned subsidiary of Norcal Waste Systems, Inc. 
("Raisch/SFR&D"), and subsequently approved extensions of the ENA term 
(Resolutions 08-75 and 09-02) to February 28, 2009; and 

WHEREAS, Raisch/SFR&D have negotiated the terms of a joint venture agreement to 
form Sustainable Crushing Ventures, LLC, a California limited liability 
company ("Sustainable Crushing Ventures"), which has been reviewed by 
Port staff, and have filed articles of organization with the California Secretary 
of State; and 

WHEREAS, The Port and Sustainable Crushing Ventures have completed negotiations 
and propose to enter into an agreement for a services contract, lease and 
optional construction contract on the terms outlined in the February 24, 2009 
Port Commission Staff Report incorporated into the staff report accompanying 
this Resolution and described in the proposed agreement on file with the Port 
Commission Secretary ("Agreement"); and 

WHEREAS, The Department of Public Health ("DPH") reviewed the February 24, 2009 
Port Commission Staff Report and the proposed operations plan for the 
Construction Materials Recycling Center ("Operations Plan") and on March 2, 
2009 notified the Port that DPH has determined that the proposed operation 
is a Type A Inert Debris Recycling Facility under California Code of 
Regulations Title 14 §§ 17380 et seq.; and 



Resolution No. 09-21 
Page 2 

WHEREAS, The San Francisco Planning Department's Major Environmental Analysis 
Division has issued to the Port a General Rule Exclusion, which finds Port 
actions to approve new leases where the use under the new lease would 
continue an existing use for the site without any substantial physical 
changes to the site or substantial intensification of the use are exempt from 
environmental review under the California Environmental Quality Act 
("CEQA"); and 

WHEREAS, The allowed use by Sustainable Crushing Ventures under Lease 

No. L-14705 continues the prior use under Lease No. L-12831 without any 
substantial physical changes to the site or substantial intensification of the 
use and, therefore, San Francisco Port Commission approval of Lease 
No. L-14705 is within the Port's General Rule Exclusion; now, therefore be 
it 



RESOLVED, 



RESOLVED, 



RESOLVED, 



That the Port Commission approves the Agreement and authorizes the 
Executive Director or her designee to execute the Agreement, in 
substantially the form on file with the Port Commission Secretary; and, be it 
further 

That, except as provided in this Resolution, the Port Commission 
authorizes the Executive Director to enter into any additions, amendments 
or other modifications to the Agreement that the Executive Director, in 
consultation with the City Attorney, determines are in the best interests of 
the Port, do not materially increase the obligations or liabilities of the City or 
Port, and are necessary or advisable to complete the transactions which 
the Agreement contemplates and effectuate the purpose and intent of this 
Resolution, such determination to be conclusively evidenced by the 
execution and delivery by the Executive Director of the Agreement, and any 
such amendments thereto; and, be it further 

That the Port Commission authorizes the Executive Director to approve 
Sustainable Crushing Venture's operations plan and site beautification 
plan, all in substantially the form on file with the Port Commission Secretary 
and such future amendments to the operations plan that the Executive 
Director, in consultation with the City Attorney, determines are in the best 
interests of the Port, do not materially increase the obligations or liabilities 
of the City or Port, and are necessary or advisable to protect the Port's 
interests, such determination to be conclusively evidenced by the execution 
and delivery by the Executive Director of the Agreement, the operations 
plan and the site beautification plan, and any such amendments thereto; 
and, be it further 



Resolution No. 09-21 
Page 3 



RESOLVED, That the Port Commission directs the Executive Director to seek further 
Port Commission authorization if Sustainable Crushing Ventures seeks to 
expand Permitted Uses on the Premises to recycle other types of 
Construction Materials, as provided in Lease No. L-14705. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission at 
its meeting of March 24, 2009. 



Secretary 








PORT- 

SAN FRANCISCO 

MEMORANDUM 

February 16, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 

Hon. Stephanie Shakofsky, Vice President 

Hon. Kimberly Brandon 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

FROM: Monique Moyer 

Executive Director 

SUBJECT: Informational Presentation Regarding a Proposed Agreement for a 

Construction Materials Recycling Center at SWL 352 between the Port 
and Sustainable Crushing Ventures, LLC 

DIRECTOR'S RECOMMENDATION: Informational Presentation; No Action Required 

Overview 

This reports describes a proposed agreement ("Agreement") between the Port and 
Sustainable Crushing Ventures, LLC ("Sustainable Crushing Ventures" or "Tenant") that 
includes: 

1 . A services contract to process approximately 120,000 tons of material 
abandoned at the site by a former Port tenant ("Existing Stockpile") into fill 
material ("Fill Products") and other construction products for use or sale by the 
Port; 

2. A lease for a recycling center for inert debris ("Construction Materials Recycling 
Center") on 6.75 acres of land on Seawall Lot 352 ("SWL 352") in the Port's 
Piers 90-94 Backlands ("Backlands"), with a 4.26 acre buffer area, for five (5) 
years with a five (5) year option, pursuant to a competitive solicitation authorized 
by the Port Commission in October, 2007; and 

3. Authority for the Port and Sustainable Crushing Ventures to enter into a 
construction contract to place and compact Fill Products on the unleased 
portions of the Backlands at an agreed price later this calendar year, subject to 
approval by the Port Commission and the Board of Supervisors and to 
permission from the San Francisco Bay Regional Water Quality Control Board. 

THIS PRINT COVERS CALENDAR ITEM NO. 9A 



T OF SAN FRANCISCO 



Sustainable Crushing Ventures is a joint venture of S.F. Recycling and Disposal, Inc. a 
wholly owned subsidiary of Norcal Waste Systems Inc. and Raisch Company, a California 
Corporation, DBA Raisch Products ("Raisch/Norcal"). 

This report explains the terms of the proposed Agreement, planned public outreach to the 
Port's Southern Waterfront Advisory Committee, additional permitting and environmental 
review required prior to approval of the entire Agreement, and other required approvals by 
the Port Commission and the Board of Supervisors. 

Background 

On October 1 1 , 2007, the Port Commission authorized Port staff to issue a request for 
proposals ("RFP") for a leasing opportunity at Pier 94, SWL 352, to operate a construction 
materials recycling facility specializing in processing of demolition concrete and related 
construction materials. In addition to providing lease revenue to the Port, the project was 
designed to provide a means to process and reuse the Existing Stockpile pursuant to a 
defined Scope of Work (Exhibit A hereto). The RFP objectives are set forth in the staff 
report to the Port Commission for its October 1 1 , 2007 meeting. 

Port staff assembled a five member advisory panel which reviewed proposals from four 
teams and found that the Raisch/Norcal proposal offered the Port a business model that 
best fits local market conditions, a strong economic return to the Port, the best 
environmental compliance record, strong local economic development benefits in the form 
of local hiring and LBE participation and a unique partnership with deep experience in 
construction materials recycling. 

On February 26, 2008, the Port Commission approved Resolution 08-14 authorizing Port 
staff to enter into an Exclusive Negotiation Agreement ("ENA") with Raisch/Norcal. The 
Port Commission subsequently approved extensions of the ENA term (Resolutions 08-75 
and 09-02) to February 28, 2009, with an option for the Port Executive Director to extend 
for a period of one month, to finalize a proposed lease agreement and companion 
documents for Port Commission consideration. 

Joint Venture 

Raisch Products and S.F. Recycling and Disposal, Inc. are forming a joint venture ("JV"), 
Sustainable Crushing Ventures, to enter into the proposed Agreement with the Port 
Commission, subject to required approvals. Port staff has conducted its due diligence 
regarding the proposed structure of the JV and present findings at the March 10, 2009 Port 
Commission meeting when final approval of the proposed Agreement is requested. 

Norcal Waste Systems, Inc. was founded and is headquartered in San Francisco. Norcal 
has extensive construction and demolition debris recycling experience (it is the largest such 
provider in the City). Norcal's subsidiaries, Sunset Scavenger Company, Golden Gate 
Disposal & Recycling Company, and S.F. Recycling & Disposal, Inc., provide waste and 
recycling collection and processing services in San Francisco and work in concert with the 



-2- 



City to achieve its landfill diversion goals. S.F. Recycling & Disposal, Inc. has been a Port 
tenant at Pier 96 since June, 1998. 

Norcal provides integrated waste services to over sixty California communities, serving 
over 600,000 households and 50,000 businesses. Norcal is 100% employee owned. 

Raisch Products is a state of the art aggregate-producing company headquartered in San 
Jose, California. The company specializes in operating centralized concrete and 
asphalt recycling locations. Along with receiving recyclable concrete and asphalt materials 
from deconstruction projects, Raisch Products produces aggregate products for use in both 
private and public applications. The company's advanced portable crushing V-Series plant 
is the highest producing portable crushing system in North America. Raisch Products 
operates recycling facilities in San Jose, Sunnyvale and Fremont and a quarry in Milpitas. 

Location 

A map of the proposed premises is contained in Exhibit B. Figure 1 below depicts the 
proposed location of the Construction Materials Recycling Center Lease: 



Figure 1: Backlands Context 



& Backlands 

■ POHT- 




SF Recycle > 
Central ; 




Legend 

Leased Area 
Opportunity Area 
Truck Route 
I ~l Freight Rail Facility 

Long-Term Maritime Leases 
Opportunity Area 
Port Jurisdiction 



Backlands Site Improvements: A Market for Fill Products from the Existing Stockpile 

The Port has long envisioned a higher revenue and more productive use of the Backlands 
area, development of which is being undertaken in phases. Phase 1 began in late 2005, 
when Port staff pursued legal repossession of the premises through multi-party litigation 
and acquisition of the required approvals to remove the Existing Stockpile previously 
abandoned by a prior tenant. (See also Port Commission Supporting Documents for 
October 9, 2007, Item 10B). The Port obtained clear title to the Existing Stockpile in 2007. 

As part of Phase 2, Port staff has pursued a strategy for crushing and removing the 
Existing Stockpile through a third party tenant. As approved previously by the Port 
Commission, Port staff undertook a competitive solicitation and selected Raisch/Norcal. 
Port staff has negotiated a services contract to process the Existing Stockpile into Fill 
Products for reuse or sale by the Port. The Port considers the Existing Stockpile to be 
personal property, and not waste, for purposes of regulations of the California Integrated 
Waste Management Board ("CIWMB"). Given the anticipated value of the Existing 
Stockpile once crushed, Port staff proposes to work with Sustainable Crushing Ventures to 
identify a market for the Fill Products. During Phase 2, Sustainable Crushing Ventures will 
follow specific protocols to crush the Existing Stockpile and salvage as much as possible 
into Fill Products that can be sold or reused. Sustainable Crushing Ventures will 
appropriately dispose of any unusable product. Port staff projects that as much as 90% of 
the Existing Stockpile will be converted into saleable Fill Product, particularly in view of the 
condition of the existing local construction market. 

As part of Phase 3, Port staff has identified a potential reuse of the Fill Product in 
conjunction with our strategy to productively lease up the Backlands. Port staff has 
proceeded with design of a civil engineering project that will serve as the likely end use for 
much of the Fill Products. On October 28, 2008, Port staff presented an informational 
presentation to the Port Commission (Item 1 1B Southern Waterfront Leasing and Planning 
Update). It described certain proposed improvements to be made to 23 unleased acres of 
the Backlands such that the property can be leased for any use. Such improvements 
included application of fill, grading, development of a new driveway, stormwater 
management swales and basic utilities. 

To this end, Port staff has enlisted the Department of Public Works to design these 
improvements. Once the plans achieve conceptual design and 30% of preliminary 
engineering analysis, Port staff will seek permission from the San Francisco Bay Regional 
Water Quality Control Board to pursue these improvements on the former landfill site that 
underlies a portion of the Backlands. Port staff will return to the Port Commission with a 
proposed site design and project budget to obtain further policy direction, which may 
include advertising for a construction project to construct the improvements. To achieve 
this goal, the proposed Agreement requires Sustainable Crushing Ventures to store the Fill 
Product on adjacent Port property. 

However, if the proposed Backlands improvement project fails to gain regulatory or other 
required approvals, the proposed Agreement contemplates sale of the Fill Products to the 
private market as the ultimate means of effectuating removal of the Existing Stockpile. 



Under the proposed agreement, Sustainable Crushing Ventures would perform the sales 
and delivery activity on behalf of the Port for a portion (25%) of the Port's sales revenues. 

Proposed Agreement 

The proposed Agreement consists of 1) a services contract to crush the Existing Stockpile 
("Services Contract"), 2) a lease for a Construction Materials Recycling Center ("Lease"), 
and 3) authority to enter into a construction project to place Fill Products on the Backlands 
for an agreed price during calendar year 2009 ("Construction Contract"), subject to required 
approvals. 

This report describes each component separately, although together they comprise a single 
proposed Agreement. Capitalized terms not defined elsewhere in this memorandum are 
defined in the Agreement. 

1. Services Contract 

The Services Contract contemplates that Sustainable Crushing Ventures will crush the 
Existing Stockpile first. Under this arrangement, Sustainable Crushing Ventures will serve 
as an agent of the Port, as property owner, to crush the Existing Stockpile and store the 
resulting Fill Products on adjacent Port property. 

The Services Contract contemplates a specific scope of work, with specific unit pricing, 
attached as Exhibit A. Unit pricing on a per ton basis is required, because although the 
parties estimate the size of the Existing Stockpile at 120,000 tons, actual quantities, 
including the percentage of waste materials requiring landfill disposal, may vary. 
Sustainable Crushing Ventures will provide the Port with weight reports derived from real- 
time weighing devices that measure actual quantities processed, in order to verify work 
performed. 

The total maximum fee for the Scope of Services would not exceed $1 ,000,000. The 
Agreement provides that the Port will pay Sustainable Crushing Ventures up to $550,000 in 
cash (including a 10% contingency). If costs exceed this threshold, the Agreement 
provides that Sustainable Crushing Ventures may be paid to complete the work first by the 
Port's share of sales of Fill Products made from the Existing Stockpile and then by rent 
credits against 100% of its initial rent obligations. The JV may discontinue services if 
maximum fee would be exceeded. The source of funds for the Services Contract is 
$605,000 in the Port's FY 2007-08 Real Estate Division Leasing Capital Improvement 
Project capital account (CP0776), which has been appropriated previously by the Port 
Commission and the Board of Supervisors. 

The parties estimate that, barring unforeseen circumstances, crushing of the Existing 
Stockpile could be completed within 60-120 days after commencement of work. 

The Services Contract also contains a provision to allow Sustainable Crushing Ventures to 
accept additional materials onto the leased premises. In order to time recycling operations 
for the start of the local construction season, the Agreement contemplates that Sustainable 



Crushing Ventures could begin accepting third-party inert materials on a separate parcel, 
with storage fees to the Port of $0.20/sf/month The Services Contract restricts any 
processing by Sustainable Crushing Ventures of these third-party inert materials until the 
processing of the Existing Stockpile is complete. 

The Services Contract would be conducted pursuant to a companion license agreement 
authorizing access to Port property. 

A determination of the appropriate percentage goal for subcontracting participation has not 
yet been made by the Human Rights Commission (HRC) for involvement of HRC-Certified 
Small and Local Economically Disadvantaged Business entities (LBEs). Port staff has 
identified HRC-certified materials testing firms as among those eligible to participate; Port 
staff has referred the Scope of Services and contact information for JV members to HRC 
staff. Port staff will report HRC's determination to the Port Commission for approval of the 
Agreement at its March 10, 2009 meeting. 



SERVICES CONTRACT 


Services Contract Effective 
Date: 


When all of the following have occurred: (a) the Port 
Commission has approved this Agreement; (b) the Controller 
has certified the availability of funds for the Services Contract; 
and (c) Tenant and Port's Executive Director have executed 
and delivered this Agreement. 


Services Contract Term: 


From the Effective Date through the Lease Expiration Date, 
with the Initial Services Term described in the Scope of 
Services. 


Scope of Services: 


Recycle and store the Existing Stockpile and Recycled 
Products and dispose of Recycling Waste as described in 
Exhibit A. 


Guaranteed Maximum Cost: 


$1,000,000, payable in cash in an amount not to exceed 
$605,000 and then by the Port's share of sales of construction 
products made from the Existing Stockpile and/or rent credits 
against 100% of Tenant's rent obligation under the Lease, not 
to exceed $395,000. 


Revenue Sharing: 


Port and Tenant will share any revenue from the sale of 
Recycled Products made from the Existing Stockpile and sold 
by Tenant on behalf of Port, with proceeds split 75% and 25%, 
respectively, to Port and Tenant. 


Environmental Oversight 
Deposit: 


$10,000 cash deposit that the Port may use, apply, or retain to 
recover its costs of environmental inspection, monitoring, 
enforcement, and administration during Tenant's operations, 
under specified conditions. 


Letter of Credit or Parent 
Guaranty: 


$750,000 Letter of Credit or equivalent value guaranty 
provided by Norcal Waste Systems, Inc. in a form approved 
by the Port as collateral for the full and faithful performance by 
Tenant of the Secured Obligations under this Agreement 
(including conduct of the Scope of Services). 



-6- 



SERVICES CONTRACT 



COMPANION LICENSE 



Effective Date: 



Same as the Services Contract Effective Date. 



License Area and Permitted 

Uses: 



As shown in Exhibit B: 

• Parcel A: 6.75 acres - Perform Scope of Services and 
store (but not process) Third-Party Construction Materials 

• Parcel B: 4.26 acres - Manage stormwater and install 
landscaping buffer 

• Parcel C: 3.85 acres - Process and store Existing Stockpile 



License Term: 



Parcels A and B: From the Services Contract Effective Date 
until the Lease Commencement Date. 
Parcel C: From the Services Contract Effective Date through 
the last day of the Initial Services Term. 



License Fee: 



Parcel A: $.20/sf/month for any portion that is used to store 
Third Party Construction Materials during the Initial Services 
Term (initially 1 acre, then in Yi acre increments). 
Parcels B and C: None. 



2. Lease 

The proposed Lease deviates from the Port Commission's approved Fiscal Year 2008-09 
parameter rental rate structure and approved boilerplate lease in the following major 
respects: 

• Rent Structure. Instead of a rental rate of $0.28/sf/month, the Lease provides for a 
base rent of $0.15/sf/month, coupled with a percentage rent formula as follows: 

For gross receipts above the Gross Receipts Threshold of $2,200,000, adjusted 
annually by 3%, Tenant will pay Port the following: 

$0-$350,000 15% 

$350,001 -$700,000 20% 

$700,001 -$1,050,000 25% 

$1,050,001 -$1,400,000 30% 

Above $1,400,000 35% 

This base rent is consistent with the base rent proposed by Raisch/Norcal in 
response to the RFP. The additive base rent and percentage rent structure allows 
the Port to realize significant upside potential, while protecting Sustainable Crushing 
Ventures from an unsustainable rent obligation during slow construction periods. 
The Gross Receipts Threshold was calculated as the amount of annual revenue 
above which the Construction Materials Recycling Center becomes profitable. 

The proposed base rent is $44,104.50 per month, or $529,254.00 for the first year. 
As an example, if Tenant realizes the projected target of 150,000 tons of throughput 



capacity and associated receipts of $3.0 million during the third year of operations, 
the Port will realize additional annual rent in that year of $176,000. 

Hazardous Materials Liability. The Agreement apportions hazardous materials 
liability exposure in a somewhat different manner than most Port leases. In most 
cases, the Port assigns all hazardous material liability, except for Port's sole 
negligence or willful misconduct, to a tenant. Given the fill characteristics of the site, 
its location within a Maher Ordinance area of the City (Article 22A of the San 
Francisco Health Code), existing reports from area site investigations, and the lack 
of significant proposed construction, this Agreement relies on the following risk 
notification/assignment provisions: 

a. The Premises extends only one foot below grade, as established by a Port 
engineering survey conducted within one month of the Effective Date. Tenant is 
responsible for exacerbating existing hazardous materials conditions, but is not 
responsible for pre-existing conditions. Tenant does not take possession of the 
ground lower than one foot below grade. 

b. Port is responsible for compliance with laws associated with pre-existing 
hazardous materials conditions. 

c. Extensive disclosure of known, existing hazardous materials conditions. 

d. Raisch/Norcal are currently performing a Phase 1 environmental review of the 
leasehold and the findings of the environmental review will be shared with the 
Port. Findings of the Phase 1 review will be used to determine any preexisting 
environmental issues and establish preexisting environmental conditions for the 
leasehold. 

Financial Assurance. The Agreement provides that Sustainable Crushing 
Ventures may supply a $750,000 Letter of Credit or equivalent value guaranty 
provided by Norcal Waste Systems, Inc. in a form approved by the Port as collateral 
for the full and faithful performance by Tenant of its Secured Obligations under the 
Agreement. Whereas under most Port leases, the Port requires financial 
assurances to secure the entire agreement, in this case Secured Obligations are 
defined as: Tenant's performance of the Scope of Services under the Services 
Contract; and (b) Tenant's payment and performance obligations under the following 
provisions of the Lease, as extended, renewed, or modified: (i) Section 15.4 
(Requirement to Remediate); (ii) Section 19.2 (Hazardous Materials Indemnity); and 
(iii) Section 25.1 (Surrender). 

The Security Deposit under the Agreement is $90,000 (more than two months' rent), 
in order to secure the Required Improvements negotiated by the parties to fulfill the 
Port's Southern Waterfront Community Benefits and Beautification Policy, including 
natural-based stormwater management in the 4.26 acre site perimeter and a new 
driveway from Amador Street. The cost of these improvements totals $450,000 
spread over the initial five years of the Lease. 

-8- 



• Early Termination. In recognition of the potential difficulty of successfully operating 
a Construction Materials Recycling Center at the site, as evidenced by former 
tenancies, the Agreement authorizes Tenant to terminate the Agreement early, with 
6 months' notice, provided it completes the Required Improvements scheduled for 
the then-current lease year. 

Expanded Recycling 

The Agreement contemplates expanded recycling activities ("Expanded Recycling") 
compared to those activities conducted by the Port's prior tenant at the site. The 
Agreement provides that the Expanded Recycling would be subject to future approval by 
the Port Commission. If requested by Sustainable Crushing Ventures, Port staff envisions 
approaching the Port Commission for authorization to permit Expanded Recycling after the 
Existing Stockpile has been processed and removed from view and Sustainable Crushing 
Ventures has a demonstrated track record of operating a clean and efficient facility. 

If approved, the Expanded Recycling will allow Sustainable Crushing Ventures to process a 
limited quantity of demolition material with a higher percentage of deleterious material (25% 
instead of 10%). This type of material would typically be delivered in small 10 wheel trucks 
and the average weight of the loads would be in the 4 to 6 ton range. The maximum 
number of truck trips associated with this type of material would be less than 50 trips per 
day. Sustainable Crushing Ventures would limit acceptance of this material to 175 tons per 
day or 54,600 tons per year. 

Sustainable Crushing Ventures would pre-process, screen and sort loads rich in concrete 
and other inert recyclables in a distinct area of the premises, in a fenced enclosure. 

If approved, the Expanded Recycling will be assessed a higher base rent ($0.20/sf/month) 
for the area used for this activity, with gross receipts subject to percentage rent. 



LEASE PROVISIONS 


Lease Effective Date, 

Commencement Date, and 

Rent Commencement Date: 


The 1 st day of the full month after the Mayor signs the Board 
resolution approving the Lease. 


Lease Term: 


5 years plus an option to extend for an additional 5 years 
(described below). 


Lease Expiration Date: 


Initial Lease Term: The day before the 5 th anniversary of the 

Lease Commencement Date. 

Extension Period: The day before the 10 th anniversary of the 

Lease Commencement Date. 

Subject to extension, early termination and holdover 

provisions as provided in this Agreement. 


Base Rent: 


Parcel A: $.15/sf/mo.** 

Parcel B: None 

Initial monthly Base Rent: $44,104.50 

Base Rent will be increased 3% on each anniversary of the 



-9- 















LEASE PROVISIONS 




Lease Commencement Date. If the Lease Term is extended, 

the Port may adjust Base Rent to prevailing market rate by 

making a Prevailing Market Rate determination which can be 

challenged by Tenant and arbitrated and reconciled by an 

independent appraisal process. 

If either party disagrees with the final determination of the 

Prevailing Market Rate, then the disagreeing party may 

exercise an option to terminate the Lease. 

**lf Port approves Expanded Recycling, Base Rent will be 

adjusted to $0.207sf/mo for the portion of Parcel A used for 

Expanded Uses. 


Percentage Rent: 


Percentage of Gross Income above the Gross Receipts 
Threshold, calculated according to the Percentage Rent 
Schedule is as follows: 

For gross receipts above the Gross Receipts Threshold of 
$2,200,000, as adjusted annually by 3%, Tenant will pay Port 
the following: 

$0-$350,000 15% 
$350,001 -$700,000 20% 
$700,001 -$1,050,000 25% 
$1,050,001-$1, 400,000 30% 
Above $1,400,001 35% 

The Gross Receipts Threshold will increase on each 
anniversary of the Lease Commencement Date by 3%. 
Tenant's obligation to pay Percentage Rent will terminate 
effective as of the first day of the Extension Period if Base 
Rent is adjusted by the Port to Prevailing Market Rate. 


Security Deposit: 


$90,000 


Permitted Uses: 


As shown in Exhibit B: 

Parcel A: Recycling Center for Third Party Construction 

Materials. 

Parcel B: Buffer area where Tenant must construct and 

maintain the Stormwater Improvements and the New 

Driveway. 


Prohibited Uses: 


In addition to other uses prohibited, acceptance of Hazardous 
Materials, washout concrete, or Construction Materials 
containing more than 10% deleterious material by weight. 


Expanded Recycling: 


At Tenant's request, the Port Commission may authorize 
Tenant to accept other types of Construction Materials, 
including Construction Materials containing up to 25% 
deleterious material by weight. 


Storage Restriction: 


Storage of unprocessed asphalt and mixed materials 
containing more than trace amounts of asphalt accepted from 
third parties is limited to 25,000 tons at any given time. 



-10- 



LEASE PROVISIONS 


Business & Operations Plans: 


Port approval of Business Plan and Operations Plan. 


Environmental and 
Performance Assurances: 


$10,000 Environmental Oversight Deposit. 

$750,000 Letter of Credit or Guaranty provided by Norcal 

Waste Systems, Inc. 


Southern Waterfront 

Community Benefits and 

Beautification: 


Tenant will make $450,000 in stormwater management, 
landscaping site improvements, and other Port-approved 
expenditures according to annual budget and construction 
schedules over the Initial Lease Term and construct a New 
Driveway when the Port is ready to lease the remainder of the 
Backlands or make improvements to the Backlands in 
anticipation of such leasing ("Required Improvements"). 


Local Truckers: 


For all trucking opportunities associated with Tenant's 
operations at the Premises over which Tenant has direct 
control, such as hauling of materials off the Premises, Tenant 
will make good faith efforts to first use local truckers, as 
defined in Administrative Code Section 14B ("Local 
Truckers"). To the extent that Tenant in its sole discretion 
directly employs or directly contracts with truckers for hauling 
materials on or off the Premises, Tenant will cause not less 
than 60 percent of all materials to be hauled in trucks 
operated by Local Truckers. Tenant will provide Port with a 
monthly report setting forth the quantities of material hauled 
onto or off of the Premises during the preceding month and 
identifying the Local Truckers utilized by Tenant. 


Option and Market Rent 
Determination: 


Tenant will have the option to extend the Lease once for a 
period of 5 years upon 6 months notice, provided the Tenant 
is in good standing, the Port approves an amended 
Operations Plan, and the Port Commission in its sole 
discretion decides to continue leasing portions of Seawall Lot 
352 for the Construction Materials Recycling Center. 

If Tenant exercises its extension option, the Lease will remain 
in effect except as follows: (1) the Lease Expiration Date will 
be extended for five years; (2) and the Port may adjust Base 
Rent during the first year of the Extension Period as provided 
in a specified Procedure for Market Rate Adjustment. Either 
party may opt not to exercise the extension option if it 
disagrees with the Market Rate Adjustment. If the Port 
exercises a Market Rate Adjustment, percentage rent would 
no longer be collected. 


Tenant's Early Termination 
Right: 


Tenant may terminate the Lease upon 180 days' notice during 
the Initial Lease Term. 


Port Project and Port 
Relocation Option: 


Port has the right to terminate the Lease on 180 days' prior 
notice to Tenant if the Premises are needed for a Port 
program or project. 

At any time after the first 18 months of the Lease Term, Port 
may relocate Tenant from the Premises to reasonably 
comparable space as shown approximately in Exhibit B-3 



-11- 



LEASE PROVISIONS 




within Seawall Lot 352 upon 180 days' prior notice to Tenant, 
which notice Port may deliver at any time after the first Lease 
Year. 


Maintenance and Repair: 


Tenant's sole responsibility. 


Utilities: 


Tenant's sole responsibility. 


Development Project: 


Port intends to make site improvements to leasable areas in 
the Backlands and to lease parcels for industrial uses 
consistent with applicable zoning laws and the Port's 
Waterfront Land Use Plan. 



3. Construction Contract 

The Agreement includes a provision authorizing the award of a construction contract to 
Sustainable Crushing Ventures for the placement of Fill Products on the surrounding 
Backlands, subject to approval by the Port Commission, the City Purchaser and the Board 
of Supervisors. This construction contract would be limited in scope: Sustainable Crushing 
Ventures would utilize its earthwork equipment to place and compact the Fill Products onto 
the Backlands according to Port-approved designs for a price not to exceed $3.50 per ton, 
payable by the Port in the form of rent credits. The Port may exercise this option in 
calendar year 2009, but not later. The total estimated value of this work is $350,000. This 
construction contract would be subject to a percentage goal for subcontracting participation 
by HRC-Certified Small and Local Economically Disadvantaged Business entities. 

The Port Commission may opt instead to bid this work as part of a broader construction 
project to improve 23 acres of the Backlands. 

Operations Plan 

Project Description: The operation will consist of the receipt of materials from construction 
sites in and around the City of San Francisco, the processing of these materials by 
crushing, screening and segregation into a variety of Fill Products, and the sale of these Fill 
Products. The Operations Plan will govern the construction materials recycling operation 
and the separate Services Contract under which Sustainable Crushing Ventures will crush 
the Existing Stockpile estimated to contain 90,000 tons of mixed inert debris and 30,000 
tons of concrete debris. 

Hours of operation for receiving debris loads, management of material stockpiles, and the 
sale of Fill Product will be from 6:00 a.m. to 4:30 p.m., Monday through Saturday. The 
hours of operation for material processing will be from 7:00 a.m. to 6:00 p.m., Monday 
through Saturday, until processing of the Existing Stockpile is completed. Thereafter the 
hours of operation for material processing of incoming new inert debris material will be from 
7:00 a.m. to 6:00 p.m. on an as-needed basis. Truck trips for incoming material will range 
from 25-100 per day. Sales of Fill Product are expected to range from 500 to 4,500 tons 
per day. 



•12- 



The facility will accept no more than 1 ,500 tons per day of the feedstock material, which is 
classified as 'inert debris Type A' under the California Code of Regulations Title 14 
§§ 17380 et seq. Type A material includes concrete, reinforcing material such as steel and 
fiberglass, roofing shingles, brick, slag, ceramics, plaster, and clay products. The operation 
will not require a Solid Waste Facility Permit from the CIWMB, but will be required to file a 
notification with the local enforcement agency, which is the Department of Public Health, 
and it will be subject to minimum operating standards as detailed in Title 14. These 
standards include: 

• limits on storage quantities (no more than 45,000 tons) - may not be applicable 1 

• limits on storage times before processing (variable) 

• monthly inspections by the local enforcement agency 

• record maintenance of quantities received, inventoried, processed, and sold 

Prior to execution of the Agreement, Tenant will submit, and Port's Executive Director will 
approve in her sole discretion, an Operations Plan that documents Tenant's procedures 
consistent with law, industry standards, best management practices and good house- 
keeping and provides a detailed description of Tenant's industrial activities and equipment, 
facility housekeeping, vector control, air quality, including dust control, and monitoring 
measures, water quality and stormwater pollution prevention measures, noise control 
measures, hazardous materials and waste management practices, and other best 
management practices. 

The Port will require adherence to dust control requirements of the Port's Southern 
Waterfront Supplemental Environmental Impact Report as a condition of approval of the 
Operations Plan. 

Local Economic Benefits 

The Lease provides that Sustainable Crushing Ventures will utilize Local Truckers (as 
defined in the City LBE ordinance) for not less than 60% of truck trips it controls. These 
trips will consist of deliveries of Fill Products to end users. 

Sustainable Crushing Ventures will commit to a community based hiring plan, utilizing 
Young Community Developers, Marinship, Operating Engineers Local No. 3 and Laborers' 
International Union of North America, Local 270. During the initial start up phase of the 
operation all employees will be employees of the existing parent companies: Raisch 
Products, SF Recycling and Disposal Company, Inc. and/or Norcal Waste Systems Inc. 
With the exception of these employees, all new employees of.Sustainable Crushing 
Ventures will fall under its community based hiring commitment. 

In addition to community based hiring, Sustainable Crushing Ventures will make 
reasonable attempts to use local LBE subcontractors whenever possible, including in the 
design and/or construction of required improvements. Sustainable Crushing Ventures has 



1 CIWMB regulations provide for a waiver of the storage limit with evidence of appropriate financial 
assurance. 

-13- 



been utilizing an LBE contactor, Dynamic Construction Services, to prepare its Operations 
Plan and Injury and Illness Prevention Plan and for stormwater permitting. 

Public Outreach 

Port staff will present the terms of this proposed Agreement to the Southern Waterfront 
Advisory Committee (SWAC). Port staff has previously presented to SWAC regarding 
plans for addressing the Existing Stockpile, including the RFP for the lease opportunity. 
The item is on the February 25, 2009 SWAC meeting agenda. 

Regulatory Approvals 

The Agreement and the subsequent operation of the Construction Materials Recycling 
Center require the review and approval of a number of agencies enumerated in Exhibit C, 
including the San Francisco Department of Public Health and environmental review 
conducted by the San Francisco Planning Department. Sustainable Crushing Ventures is 
responsible for obtaining required permits prior to Port Commission consideration of the 
Agreement anticipated on March 10, 2009. 

Next Steps 

Port staff will return to the Port Commission with public comment from SWAC, its due 
diligence review of the proposed JV for Sustainable Crushing Ventures, an update 
regarding required regulatory approvals, and HRC goals for the proposed services contract 
and the potential construction contract. 

If the Port Commission approves the proposed Agreement, the Agreement will be subject 
to approval by the San Francisco Board of Supervisors. 



Prepared by: Brad Benson, Special Projects Manager 
Rich Berman, Regulatory Specialist 
Lawrence Brown, Financial Analyst 
James Hurley, Feasibility Analyst 



Attachments: 
Exhibit A: Scope of Services & Price Schedule 
Exhibit B: Maps 
Exhibit C: Sustainable Crushing Ventures, Inc. Permits & Regulatory Requirements 



■14- 



Exhibit A: 
Scope of Services & Price Schedule 

Tenant to provide Port with copies of all tests, reports, and weight tags associated with the 
conduct of the following Scope of Services. 

ITEM 1. Crush Concrete, Asphalt, and Brick 

Crush and screen the estimated 100,000 tons of mixed concrete, asphalt, and brick in the 
Existing Stockpile. The Scope of Services for Item 1 is: 

1) providing all necessary labor and equipment to recycle this material into 1/4" 
minus fill; and 

2) stockpiling the recycled aggregates or products. 

Cost for 1 1 /2 M minus fill: $5.00 per ton 

The finished material will be stored on adjacent Port property (not on the Premises) for use 
by Port or for sale by Tenant on behalf of Port. Tenant is not required to transport any Item 

1 Recycled Product to storage by any means other than a conveyor attached to crushing 
equipment. 

ITEM 2. Crush, Process, and Screen Concrete, Including Oversized Concrete and 

Concrete with Rebar 

Crush and screen the estimated 30,000 tons of mixed concrete with oversized and rebar- 
reinforced material in the Existing Stockpile stored on Parcel C. The Scope of Services for 
Item 2 is: 

1 ) providing all necessary labor and equipment to recycle this material into 
aggregates or useable products; 

2) preparing the oversized stockpile material to be recycled; 

3) segregating and transporting the rebar to an approved recycling center; and 

4) stockpiling the recycled aggregates or products. 

The Port expects that the concrete with oversized pieces and rebar will be optimally 
recycled as coarse recycled aggregate and recycled engineered fill. 

Cost for processing clean concrete: $5.50 per ton 

Cost for processing oversized concrete 

or rebar-reinforced concrete: $8.50 per ton 

The finished material will be stored on adjacent Port property (not on the Premises) for use 
by Port or for sale by Tenant on behalf of Port. Tenant is not required to transport any Item 

2 Recycled Product to storage by any means other than a conveyor attached to crushing 
equipment. 

-15- 



Port and Tenant have agreed to share any revenue from the sale of Item 2 Recycled 
Product 75% to 25%, respectively, to Port and Tenant. 

ITEM 3. Dispose Class III (Non-Hazardous) Material from Existing Pile 

Provide all labor and equipment to dispose of Class III non-hazardous material such as 
residual wood forms, garbage, trees, and other vegetative matter to an appropriate landfill. 

Cost: The cost for disposal shall not exceed the applicable rate established in the City's 
refuse rate setting process. 

ITEM 4. Provide Materials Testing 

Test products produced from the Existing Stockpile materials, as described below. 

Base Aggregate Test Requirements: 

Recycled aggregate (Item 1) will meet the following requirements: 

Aggregate Sub-base - Caltrans Standard Section 25 - Aggregate Sub-base, 

"Operating Range". 

Aggregate Base - Caltrans Standard Section 26 - Aggregate Base, 

"Operating Range". 

Coarse Aggregate - Gradation Test. 

Other Fill or Aggregate - Tenant to comply with appropriate regulatory 

requirements. 

The frequency of the tests will be no less than 1 test per 10,000 tons of material that is 
processed into aggregate or other materials. The testing will be performed by an 
independent agency, selected by Tenant, subject to approval by Port's Chief Harbor 
Engineer. 

Cost: Not to exceed $550 per test 

ITEM 5. Provide Hazardous Materials Testing 

Test products produced from the Existing Stockpile materials as follows: 

Collect one discrete sample for each 10,000 tons of product, comprised of a particle size 
distribution representative of the subject product and analyze the sample for CAM17 
metals, asbestos, total petroleum hydrocarbons and benzene, ethylene, toluene and xylene 
(BETX). The testing will be performed by an independent agency, selected by Tenant, 
subject to approval by Port's Risk Manager. 

-16- 



Tenant's Operations Plan will be required to include a contingency plan describing Tenant's 
proposed protocol for responding to test results indicating the potential presence of 
chemical constituents exceeding applicable standards, including segregation, containment, 
characterization, storage, and disposal. 

Results in excess of regulatory levels will result in a cessation of crushing operations and 
subsequent development of protocols with Port staff to properly Investigate and Remediate 
identified Hazardous Materials. 

Cost: Not to exceed $650 per test, excluding third-party costs to Investigate and 
Remediate. 

ITEM 7. Remediate Concrete Foundation and Remediate Underlying Soil 

Provide all labor and equipment to remove an existing concrete foundation, test, and 
segregate petroleum-impacted soil. Segregate and store in a closed container or visqueen- 
covered stockpile any visibly stained soil beneath the concrete foundation; test material as- 
needed; and transport off-site for disposal. Port will be considered the generator of 
petroleum-impacted soil and sign appropriate shipping papers or manifests. 

Cost: Not to exceed $5,000 

The costs above includes costs for Handling and Investigating soils segregated for 
disposal, but exclude unit costs for transportation and disposal of Class I (hazardous), 
Class II and Class III (non-hazardous solid) waste to appropriate disposal facilities. 

Class II (California Special Waste) Material 

Unit costs for disposal of Class II materials (should any be identified by testing) to an 
appropriate landfill, for quantities up to 1 ,000 tons. Port will be considered the generator of 
Class II material. 

Cost: Not to exceed $40 per ton 

Class I (California Hazardous Waste) Material 

Unit costs for disposal of Class I materials (should any be identified by testing) to an 
appropriate landfill, for quantities up to 1 ,000 tons. Port will be designated as the generator 
of hazardous waste identified by testing. All hazardous waste removed from the Premises 
will be manifested, shipped and disposed of under Port's site-specific Hazardous Waste 
EPA identification number. 

Cost: Not to exceed $90 per ton 



-17- 



Exhibit C: 

Sustainable Crushing Ventures, Inc. 

Permits and Regulatory Requirements 



Inert Debris Type A - Notification Tier 

Department of Public Health, Local Enforcement Agency 

California Integrated Waste Management Board 

Permit for Solid Waste Transfer Station 
Department of Public Health 

Hazardous Materials Unified Program Agency Permit, including Hazardous Materials 

Business Plan 

San Francisco Department of Public Health 

California Environmental Quality Act (CEQA) 

San Francisco Planning Department, Major Environmental Analysis 

Stormwater Pollution Prevention Plan 

San Francisco Bay Regional Water Quality Control Board 

Air Permit To Operate 

Bay Area Air Quality Management District 



-1- 




PORT- 

SAN FRANCISCO 



TO: 



FROM: 



SUBJECT: 




MEMORANDUM 

March 18,2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

Byron Rhett < ]X^ / 1 
Deputy Director cK 

Request approval for award of contract to Treadwell & Rollo, Inc., for 
Environmental Investigation within the Pier 70 Master Plan Area, located 
east of Illinois Street between Mariposa and 22 nd Streets, in an amount of 
$1 ,249,802, with a three-year term and option to renew for up to two 
additional years 

DIRECTOR'S RECOMMENDATION: Authorize Award pursuant to the Attached Resolution 
INTRODUCTION 

The Port Commission, at its meeting on May 13, 2008, authorized staff by Resolution 
No. 08-30 to issue a Request for Proposals (RFP) soliciting environmental consulting 
services for the Pier 70 Environmental Investigation, and to initiate a competitive 
selection process that would result in a staff recommendation for contract award. That 
competitive selection process resulted in a recommendation to award a contract to 
Treadwell & Rollo, Inc. The proposed contract amount is $1,249,802. The contracted 
scope of work includes soil, groundwater, and soil gas characterization within the 65- 
acre Pier 70 Master Plan Area, human health and environmental risk assessment based 
on findings, an evaluation of potentially feasible remedial alternatives to address 
contamination, and risk management planning to inform current and future site use, 
construction, and long-term management. 

BACKGROUND 

Pier 70 is a 65-acre site located east of Illinois Street between Mariposa Street and 22 nd 
Street, (see Exhibit A, Pier 70 Master Plan Area). It is distinguished by its long history 
of use by maritime and military industry, which supported the development of San 
Francisco and our nation's World War I and World War II efforts. Pier 70 includes a 

This Print Covers Calendar Item No. 10A 



. 



OF SAN FRANCISCO 



mm 



m m m 



P!BI 



unique assemblage of historic buildings, constructed between the 1850s and 1920s, 
and has been determined to be a National Register eligible historic district. 

Since early 2007, the Port has been conducting a public planning process to produce a 
Preferred Master Plan for Pier 70. The objective of the Master Plan is to rehabilitate 
and reuse significant historic structures and integrate new development, shoreline open 
space and public amenities, while conducting environmental remediation where 
required and preserving ongoing ship repair operations. An essential part of the master 
planning process is developing a comprehensive understanding of the environmental 
conditions at Pier 70 and their impact on development feasibility and cost. 

As described in the staff report accompanying an informational presentation to the Port 
Commission on April 22, 2008, portions of Pier 70 were formerly occupied by the United 
States Navy for ship building and related industrial operations with potential to impact 
soil and groundwater at the site. In 2007, the Port and Mayor Gavin Newsom's Office 
requested funding from the Department of Defense (DOD) for an environmental 
investigation and cleanup at Pier 70. The DOD FY2008 budget included $2.4 million for 
environmental investigation and cleanup at Pier 70, to be administered through the 
Department of Commerce, Economic Development Administration (EDA). Port staff 
submitted a pre-application for funding assistance to EDA on March 27, 2008, and 
received an invitation from EDA to submit a full application on May 1, 2008. The Port 
submitted its full application for federal funding assistance to EDA on June 27, 2008. 

At its April 7, 2008 meeting, the Civil Service Commission authorized the Port to 
contract for environmental investigation of the 65-acre Pier 70 project area, at an 
estimated amount of $500,000, and completion date of June 30, 2010. Over the 
intervening year, as the scope of work has been more fully developed and proposals 
received, it has become apparent that the cost and duration of the contract will exceed 
original estimates. The Port is returning to the Civil Service Commission on April 6, 
2009 to request modification of the original approval to authorize the Port to execute a 
contract not to exceed $1 .3 million, and a completion date of June 30, 201 1 . 

Port staff presented information about the environmental conditions at Pier 70, and the 
potential receipt of federal funds through EDA to the Port Commission at its April 22, 
2008 meeting. The Port Commission, through its Resolution No. 08-29 adopted May 
13, 2008, authorized Port staff to apply for, accept, and expend the subject funds. The 
Board of Supervisors authorized the Port to accept and expend the funds through its 
Resolution No. 41 1-08, adopted October 7, 2008. The EDA issued its notice of award 
of $2.28 million to the Port on September 1 1 , 2008. As described in the May 13, 2008 
staff report regarding the EDA grant, the funding awarded by EDA is reduced from the 
DOD budget amount of $2.4 million to the awarded amount of $2.28 million to cover 
EDA administration costs, and requires a ten percent (10%) non-federal match, which 
will come from Port operating budget funds allocated for this purpose. 

The EDA reviewed the Port's RFP and, in a letter dated October 28, 2008, provided 
comments. The letter stated EDA's acceptance of the RFP provided that the comments 
were addressed. Port staff revised the RFP to address issues raised by EDA, finalized 
the RFP, and issued it on November 24, 2008. On March 1 1 , 2009, EDA reviewed and 

-2- 



approved the Port's contract procurement and pricing analysis report, which described 
the Port's contract solicitation and selection process and the Port's intention to award 
the contract to Treadwell & Rollo, Inc. 

PROPOSED CONTRACT SCOPE OF SERVICES 

The proposed contracted scope of work will include the following tasks: 

1) Develop Site Conceptual Model and Site Investigation Work Plan 

The Consultant will work with Port staff to review existing information and 
develop a "site conceptual model", which is a conceptual framework for the 
environmental investigation based on existing physical and chemical data, site 
setting, potential contaminant sources, and future site use, and a detailed work 
plan for the field investigation to gather data on soil, soil vapor, and groundwater 
beneath Pier 70. The work plan will include a summary of background 
information and current conceptual model, proposed sampling locations and 
analyses, rationale for selection of locations and analyses, and description of 
field activities. The work plan will be reviewed and revised as needed to secure 
regulatory agency approval of the proposed investigation. 

2) Execute Field Activities for Site Investigation 

Site investigation will involve drilling and limited excavation of small "pot holes" to 
collect soil, groundwater, and soil vapor samples for laboratory analysis. The 
Consultant will implement the field activities established by the work plan, 
including securing all clearances and approvals needed from entities other than 
the Port (e.g. utility clearance, well/soil boring permit from the Department of 
Public Health), and managing subcontracted services such as drilling, excavation 
and waste hauling, laboratory analysis, and land surveying. 

Port Maritime, Real Estate, and Planning and Development staff will work closely 
with the Consultant to coordinate with tenants at Pier 70 in preparation for and 
during the field activities to ensure efficiency and minimize disturbance to existing 
operations. Tenants and attendees at the Central Waterfront Advisory Group 
and Pier 70 Master Plan meetings have been well informed of the Port's plans for 
environmental investigation within the Pier 70 Master Plan, and the Port Project 
Manager has also spoken directly with tenants regarding planning for this effort. 

3) Complete Human Health and Ecological Risk Assessment and Report 

The Consultant will complete a screening-level human health and ecological risk 
assessment using data from previous investigations as well as data from the 
current investigation. The risk assessment will identify applicable exposure 
pathways and evaluate the potential risks associated with anticipated land use. 
The primary goal of this risk assessment is to identify potential risks, and 
resultant development or use constraints. 

The results of work completed under Tasks 2 and 3 will be presented in a Site 
Investigation and Risk Assessment Report. The Consultant will prepare a 
preliminary draft report for Port and other internal review, a draft for regulatory 



agency and public review and comment, and a final report, revised as-needed to 
address comments to the satisfaction of the Port and lead oversight agency. The 
final report will include general recommendations regarding the need for 
remediation and/or development and implementation of risk management 
measures, to be developed in detail in a subsequent task. Deliverables will 
include electronic data and document files. 

4) Evaluate Feasibility of Remedial Alternatives 

Depending on the nature and extent of contamination, conditions may warrant 
significant remediation in some areas, or may be appropriately managed in place 
through implementation of construction, management, and maintenance 
measures to mitigate potential risks associated with contaminants at the site. 
Remediation may range from removal of "hot spots" and subsequent 
implementation of risk management measures, to design, installation and 
operation of an active remediation system, such as groundwater and/or vapor 
extraction and treatment. Based on the findings of the site investigation, the 
Consultant will evaluate potentially applicable remediation alternatives with 
respect to effectiveness in achieving cleanup goals, consistency with 
development objectives, cost, and duration. The Consultant will prepare a 
Feasibility Study Report for Port, public, and agency review. 

5) Develop Risk Management Plan 

Based on the findings and recommendations of the investigation and risk 
assessment, and regulatory agency and public comment, the Consultant will 
develop a Risk Management Plan (RMP) for management of residual 
contamination on-site prior to, during, and after development. The RMP will 
include institutional controls (e.g. deed restrictions, soil management measures) 
and/or engineering controls (e.g. capping, vapor intrusion barriers) that the Port, 
future developers and tenants will use to manage potential risks associated with 
site conditions. The RMP will also be subject to Port, public, and agency review. 

6) Project Management and Meetings 

The Consultant will meet with Port and regulatory agency staff regularly 
throughout the project duration. The Consultant will assist Port staff with public 
outreach through production of presentation materials, assisting with response to 
public inquiry, and potentially making technical presentations at public meetings. 

SELECTION PROCESS 

Federal Contracting Requirements 

Because the Port is using federal funds for the proposed contract, the contract 
procurement process was governed by federal requirements established by the Code of 
Federal Regulations and additional conditions imposed by the EDA, including: 

• EDA must review and approve the RFP prior to issuance. 

• The contract must be fixed-price. Unspecified contingency, such as a percentage of 
the total contract value, cannot be included in the contract. However, clearly 

-4- 



described and quantifiable deductive alternates are allowed, and the Port may 
deduct alternates at its discretion. 

• EDA funds cannot be used to pay for the purchase of equipment, or daily charges 
for contractor-owned equipment, which are considered as the contractors' overhead. 

• EDA funds cannot be used for consultative services to the Port related to solicitation 
or negotiation of development opportunities, although such services and fees may 
be included in the contract as "Schedule B" services. 

• The RFP must be advertized in publications of general circulation for a period of 30 
days prior to acceptance of proposals. 

• Davis-Bacon Wage Rates must be published in the bid documents for the 
construction portion of the project scope. For this project, drilling and excavation of 
test pits comprise the construction activities. 

• Under budget funds cannot be used to increase or change the scope of services. 

• EDA provides sample contract documents and Davis-Bacon Wage Rates. 

• Federal regulations prohibit application of preferences or subcontracting goals based 
on location, consequently prohibiting compliance with the City and County of San 
Francisco Local Business Enterprise ordinance. However, the federal regulations do 
require grantees, the Port in this case, in soliciting its prime contractor, and further 
require the prime contractor, in soliciting any subcontractors, to comply with 15 CFR 
24.36(e) Contracting with small, minority-owned and woman-owned firms 
(S/M/WBE), including placing such firms on contract solicitation lists, assuring that 
such firms are solicited whenever S/M/WBE firms are potential sources of the 
services required, dividing the scope of work into smaller tasks when feasible and 
when it would enable maximum participation by S/M/WBE, establishing work 
delivery schedules that would enable participation by S/M/WBE, and using the 
services and assistance of the Small Business Administration and Minority Business 
Development Agency to solicit participation by S/M/WBE. 
Project execution must begin by 10/10/10, and must be complete by 7/10/13. 
The Port's contract procurement and pricing analysis must approved by EDA. 
The Port must submit the final, executed professional services contract to EDA. 



Advertisement 

Following EDA approval of the draft RFP, the Port finalized and advertised the RFP on 
November 24, 2008. The Port advertised the RFP pursuant to standard Port 
procedures and 15 CFR 24.36(d)(3) Procurement by competitive proposals, and 
24.36(e) Contracting with small, minority-owned and woman-owned firms. The Port 
conducted outreach to the U.S. Small Business Administration, Minority Business 
Development Agency, Northern California Supplier Development Council, San 
Francisco Small Business Development Center, and the U.S. Environmental Protection 
Agency, Region 9. 

The RFP was advertised for over 30 consecutive days on the CCSF Office of Contract 
Administration website, four consecutive weeks in the San Francisco Chronicle 
(12/1/08, 12/8/08, 12/12/08, 12/22/08), twice during the month of December 2008 in 
publications serving local ethnic populations (Asia Weekly, Bay Area Reporter, China 
Press, El Reportero, SF Bay Times, Sing Tao), and in the Small Business Exchange 

-5- 



(12/4/08), a statewide publication. The RFP was e-mailed to the Port's list of firms 
interested in environmental consulting opportunities. 

The Port held a pre-proposal meeting on December 17, 2008. Thirty-four firms 
attended. 

Proposal Review and Responsiveness Determination 

Proposals were due on January 12, 2009. Six firms submitted proposals. The Port's 
Contract Manager reviewed proposals for responsiveness to the RFP requirements, and 
deemed one proposal, from Shaw Environmental, non-responsive due to failure to 
provide documentation of efforts to solicit S/M/WBE participation as required by the 
RFP. 

On January 15, 2009, the Port distributed the five remaining proposals, instructions, and 
supporting documents to an Evaluation Panel. In accordance with the selection criteria 
specified in the RFP, price was not evaluated as part of the selection process, and the 
Evaluation Panel did not receive the fee proposals submitted with the proposals. Fee 
proposals were evaluated for responsiveness by the Port's Contract Manager. 

The Evaluation Panel consisted of: 

• Mark Arniola, Environmental Program Specialist, City of Oakland 

• John Prall, Associate Environmental Scientist, Port of Oakland 

• Reza Baradaran, Geotechnical Engineer, CCSF Department of Public Works 

• Stephanie Cushing, Environmental Health Inspector, CCSF Department of Public 
Works 

The Port's Contract Manager facilitated and monitored the selection process, and the 
Port's Project Manager participated as a non-scoring member of the Evaluation Panel. 

As the evaluation proceeded, another firm, URS Corp, determined that it could not 
comply with the RFP requirements regarding potential conflict of interest, and withdrew 
its proposal. 

Evaluation Panel Actions and Recommendation 

On January 23, 2009, the Evaluation Panel met and submitted their independently- 
determined scores based on review of the written proposals. Evaluation of the written 
proposals included project approach (30 points), assigned project staff (30 points), 
experience of the primary firm and sub-consultants (30 points), and proposal quality (10 
points). The panel reviewed draft interview questions and sample answers with the 
Port's Contract Manager. 

On January 27, 2009, the Port invited the four remaining proposers to interview on 
January 30, 2009. The Port's instructions to the four short-listed firms included a 
requirement that each prepare a case study describing how effectively it could complete 
the project objectives within a budget of $750,000.. To insure that any outstanding 
potential conflicts of interest were identified, the Port requested that each short-listed 

-6- 



firm bring additional information regarding all previous work at Pier 70 to the interview. 

Evaluation of the oral interviews was based on the same criteria as listed above for the 
proposals. Table 1 (attached) provides the individual scores and ranking, and the 
combined and weighted scores and ranking of each of the short-listed firms. Written 
proposal scores were weighted 60%, and oral interview scores were weighted 40% of 
the final score. 

After the Evaluation Panel had completed interviewing and scoring, the Port determined 
that the top-ranked team based on the Evaluation Panel's scoring of the short-listed 
firms' qualifications, Treadwell & Rollo, had done work at Pier 70 that had not been 
previously disclosed. The Port pursued additional information and correspondence with 
the subject clients (a tenant and a former tenant at Pier 70) to resolve the potential 
conflict. On February 20, 2009, Port management, determined that a Notice of Intent to 
Award the contract would be issued to Treadwell & Rollo. 

The final evaluation scores resulted in the following ranking of the short-listed firms: 

Final Ranking Name of Lead Consultant Team 

1 Treadwell & Rollo, Inc. 

2 Ninyo & Moore, Inc. 

3 ENV America, Inc. 

4 Tetra Tech, Inc. 

On February 20, 2009, the Port issued a Notice of Intent to Award the contract to 
Treadwell & Rollo, Inc. 

PROPOSED FEE SCHEDULE 

Port staff analyzed fee proposals submitted by all six respondents to the RFP, including 
total project cost, unit costs for specific field activities, and hourly billing rates. Each 
proposer based its fee proposal on its own determination of the type and quantity of 
resources required to complete the work outlined in the RFP, obtain regulatory agency 
approval, and meet the Port's objectives for the project. Consequently, there was a 
wide range in total project costs. Port staff has negotiated with Treadwell & Rollo to 
establish lump sum costs for each of the tasks that comprise the scope of work, and unit 
costs for deductive alternates that the Port staff deem reasonable based on its price 
analysis. The proposed schedule of fees is provided in Table 2 and summarized below. 
The proposed total contract amount is $1,249,802. 

Task Lump Sum Cost 

Site Conceptual Model and Investigation Work Plan $100,641 

Site Investigation: field activities, laboratory and data analysis $850,634 

Risk Assessment: human health & ecological, combined report $129,361 

Screening-level Feasibility Study $77,129 

Risk Management Plan $52,485 

Project Management $39,552 

Total Contract Value $1 ,249,802 

-7- 



EDA financial assistance award conditions prohibit allowance for unspecified 
contingency, such as a percentage of total contract value, in EDA-funded contracts. 
Consequently, no contingency is included. However, EDA requirements do allow 
clearly-defined tasks and associated unit costs to be included in the initial contract 
award and potentially removed as deductive alternates. 

S/M/WBE BUSINESS PARTICIPATION 

Treadwell & Rollo's team includes the following firms, their participation as a percentage 
of the total contract value, and their status with respect to state or federal designation: 

Firm Business Designation Subcontracted % of Total 

Amount Contract Value 



Curtis & Tompkins 


Small business (state) 


$194,152 


15.5% 


(laboratory) 








Pacific EcoRisk 


Small business (state) 


$31,212 


2.5% 


(laboratory) 








AEW Engineering 


Small & minority-owned 
business (federal) 


$43,255 


3.5% 


William Self Assoc. 


Small business (state) 


$24,122 


2.0% 


(archeology) 








DataVal 


Woman-owned business 


$17,314 


1.4% 


(data validation) 


(state) 






Hew Drilling 


Minority-owned, small 
business (state) 


$46,882 


3.7% 


ERRG 


Small (federal), minority & 


$25,788 


2.1% 


(excavation, hauling) 


woman-owned business 
(state) 






CU Survey 


Small business (state) 


$28,683 


2.3% 


(utility surveys) 








Chadhaury Land 


Small business (state) 


$21,485 


1.7% 


Surveying 









The team also includes Moore Twinning Geotechnical Laboratory, a disadvantaged 
veteran-owned business, participating at 1.7% of the total contract value. 

Quantifying participation by type of business shows the following participation in the total 
project by S/M/WBE firms. Firms designated in more than one category are counted in all 
applicable categories: 

Small Business $415,576 33.2% 

Minority-owned Business $115,925 9.3% 

Woman-owned Business $43,102 3.5% 

SCHEDULE 

Pending authorization by the Port Commission, approval of the modification to the initial 
Civil Service Commission approval, and final execution of the contract, which are all 
anticipated to be completed by the first week of April 2009, Treadwell & Rollo will begin 

-8- 



work on the site investigation work plan, and Port staff will initiate application for 
voluntary oversight of the project by a California EPA agency, the Regional Water 
Quality Control Board or Department of Toxic Substances Control. We expect to have 
an agency-approved work plan by July 2009. 

Port staff has consulted with the State Office of Historic Preservation, and has received 
its concurrence that the environmental investigation will not result in adverse impact to 
historic resources. Port staff has also consulted with the City and County of San 
Francisco Planning Department, and has received its concurrence that the 
environmental investigation is categorically exempt from additional environmental 
review under the California Environmental Quality Act. Consequently, as soon as the 
work plan is approved, Port staff and Consultants will begin scheduling field activities, 
which are anticipated to occur during August through October 2009. 

The currently projected schedule would produce preliminary findings from the site 
investigation by the end of 2009. However, there are many potential complexities and 
causes for delay, particularly in securing regulatory agency approvals and execution of 
field activities. As such, the projected schedule represents the staffs and Consultant's 
best estimate, bearing in mind that achievement of a successful project remains our 
utmost priority and may cause the schedule to change. Port staff will return to the Port 
Commission with informational presentations as the project schedule and Commission's 
schedule warrants. 

RECOMMENDATION 

Port staff requests authorization to award the subject contract to Treadwell & Rollo, Inc. 
for a three-year term with option to renew for up to two additional years, in the amount 
not to exceed $1,249,802, pending Civil Service Commission approval of the modified 
contract amount and duration. 



Prepared by: Norma Nelson, Port Contract Manager 

Carol Bach, Environmental & Regulatory 
Affairs Manager, Planning & Development 
Division 

For: Tina Olson, Deputy Director 

Finance & Administration 



Attachments: 



Byron Rhett, Deputy Director 
Planning & Development 



Table 1 : Scores and Ranking of Short-Listed Firms 
Table 2: Proposed Schedule of Fees 
Exhibit A: Pier 70 Master Plan Area Map 



-9- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-19 

WHEREAS, The Port has conducted a community planning process to develop a 

Preferred Master Plan for Pier 70 and inform potential development of the 
Pier 70 site; and 

WHEREAS, Due to its long history of industrial use, there is a significant potential for 
contamination of soil and groundwater at Pier 70, understanding of which 
is essential to prepare for reuse and new development; and 

WHEREAS, On April 22, 2008, the Port Commission heard an informational 

presentation regarding the background, federal funding, and proposed 
environmental site investigation at Pier 70; and 

WHEREAS, The Port Commission requested and has been awarded $2.4 million from 
the Department of Defense, to be administered through a financial 
assistance award of $2.28 million from the United States Department of 
Commerce, Economic Development Administration (EDA) to the Port to 
pay for environmental investigation and cleanup at Pier 70, including the 
proposed scope of work as described in the attached staff report; and 

WHEREAS, The Civil Service Commission approved the Port's proposal to enter into a 
Personal Services Contract for the scope of work generally described in 
the attached staff report at its meeting on April 7, 2008, and will consider 
on April 6, 2009 modification of the originally approved contract amount 
and schedule; and 

WHEREAS, The Port Commission, at its meeting on May 13, 2008, authorized staff by 
Resolution No. 08-30 to issue a Request for Proposals (RFP) soliciting 
environmental consulting services for the Pier 70 Environmental 
Investigation, and to initiate a competitive selection process that would 
result in a staff recommendation for contract award; and 

WHEREAS, Port staff has sought and received concurrence from the City and County 
of San Francisco Planning Department that the work to be performed 
under the proposed contract is categorically exempt from requirement for 
environmental review under the California Environmental Quality Act; and 

WHEREAS, In response to the RFP, Port staff received six and evaluated four 

proposals for the environmental investigation, risk assessment and risk 
management planning, and an evaluation panel with expertise in those 
fields has determined Treadwell & Rollo, Inc. to be the highest ranked 
team and, therefore, the most qualified responsive candidate pursuant to 
the RFP criteria; and 



•10- 



Resolution No. 09-19 
Page 2 

WHEREAS, In its proposal, Treadwell & Rollo has complied with the federal 

requirements for soliciting participation by small, minority-owned and 
woman-owned businesses, and has assembled a team of subconsultants 
including such businesses; and 

WHEREAS, EDA has approved the Port's contract procurement process, price 
analysis, and proposed fee schedule; and 

WHEREAS, Port staff recommends award of the contract for environmental 

investigation, risk assessment and risk management planning at Pier 70 to 
Treadwell & Rollo; now, therefore be it 

RESOLVED, That the San Francisco Port Commission hereby authorizes the award of 
a contract award, pending Civil Service Commission approval of revised 
amount and schedule, to Treadwell & Rollo Inc., to provide the 
environmental consulting services within the Pier 70 Master Plan Area as 
described in the attached staff report, in an amount not to exceed 
$1 ,249,802, for a term of three years, with the option to extend the term, in 
the Port's sole discretion, in one year increments for up to two additional 
years; and be it further 

RESOLVED, That the San Francisco Port Commission authorizes the Executive 

Director to enter any additions, amendments or other modifications to the 
agreement that the Executive Director, in consultation with the City 
Attorney, determines are in the best interest of the City, do not increase 
the amount or the term of the agreement, or otherwise do not materially 
increase the obligation or liabilities of the City, and are necessary to 
complete the transaction contemplated by the agreement on file with the 
Secretary of the Port Commission. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco 
Port Commission at its meeting of March 24, 2009. 



Secretary 
•11- 



Table 1: Pier 70 Environmental Site Investigation RFP: Proposal and Interview Scores 



Summary: Weighted Scores 


Firm Name 


Written Proposal 
(weighted 60%) 


Oral Interview 
(weighted 40%) 


Combined 

Weighted 

Total 


Rank 


Treadwell & Rollo 


227 


139 


366 


1 


Ninyo & Moore 


218 


131 


349 


2 


ENV America 


202 


122 


324 


3 


Tetra Tech, Inc. 


215 


116 


331 


4 



Summary: Individual & Raw Scores 


Paper Screening Scores (1/23/09), Maximum Score = 100 


Firm Name 


Amiola 


Baradaran 


Cushing 


Prall 


Raw Total 


Average 


Rank 


Treadwell & Rollo 


90 


100 


100 


89 


379 


95 


1 


Ninyo & Moore 


89 


91 


95 


89 


364 


91 


2 


ENV America 


86 


80 


87 


84 


337 


84 


4 


Tetra Tech, Inc. 


98 


93 


97 


71 


359 


90 


3 


















Oral Interview Scores (1/30/09), Maximum score = 100 


Firm Name 


Arniola 


Baradaran 


Cushing 


Prall 


Raw Total 


Ave. Score 


Rank 


Treadwell & Rollo 


73 


91 


93 


90 


347 


86.8 


1 


Ninyo & Moore 


76 


74 


92 


85 


327 


81.8 


2 


ENV America 


64 


84 


73 


83 


304 


76.0 


3 


Tetra Tech, Inc. 


66 


93 


75 


56 


290 


72.5 


4 



Detailed breakdown of scores and calculations provided on next page 



Table 2. Pier 70 Environmental Site Investigation: Schedule of Fees 


Lump Sum Costs/Task 


Task 1. Site Conceptual Model and Investigation Workplan 


$100,641 


Task 2. Site Investigation 




$850,634 


Task 3. Human Health & Ecological Risk Assessment 


$129,361 


Task 4. Feasibility Study 




$77,129 


Task 5. Risk Management Plan 




$52,485 


Task 6. Project Management 




$39,552 




Total Project Cost 


$1,249,802 


Deductive Alternates 


Soil boring - UST 




$3,304 


Soil boring - paint shop 




$3,830 


Soil boring - hydraulic, galvanizing 




$4,170 


Soil boring - powerhouse, PCB 




$3,885 


Soil boring - machine shop 




$4,065 


Soil boring - foundries 




$3,394 


Soil boring - haz. waste area, interior 




$5,617 


Soil boring - haz. Waste area, exterior 




$5,650 


Soil boring - City Tow area 




$4,389 


Soil boring - metal fab. /substation 




$5,035 


Soil boring - plating, welding 




$4,279 


Soil boring - non-biased interior 




$2,624 


Soil boring - non-biased exterior 




$2,173 


Hollow-Stem Auger Boring 




$8,942 


Soil Gas Location: sampling & analysis 




$1,478 


Monitoring Well 




$6,902 


Test Pit 




$3,694 




PORT- 



SAN FRANCISCO 



MEMORANDUM 

March 18,2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus . . .* 

FROM: Byron Rhett \(^m Ji (Ur\ 

Deputy Director, Planning & Development 

SUBJECT: Request Authorization to File Application to Amend the San Francisco Bay 
Conservation and Development Commission San Francisco Waterfront 
Special Area Plan in connection with the Exploratorium Project at Piers 
15/17 on The Embarcadero at Green Street. (Resolution No. 09-20) 

Director's Recommendation: Approve the Attached Resolution 

Introduction 

The Port Commission is requested to authorize the Executive Director, or her designee, 
to sign and file an application, as co-applicant with the Exploratorium, to amend the San 
Francisco Bay Conservation and Development Commission ("BCDC") San Francisco 
Waterfront Special Area Plan in connection with the Exploratorium Project at Piers 
15/17 ("Site"), as depicted in Exhibit A. This authorization is necessary because BCDC 
requires an applicant that is a public agency to submit a resolution from the policy board 
for that agency authorizing the requested amendments. 

Background 

On March 1, 2006, pursuant to Port Resolution No. 06-13, the Exploratorium, a 
California not-for-profit corporation ("Exploratorium"), and the Port entered into an 
Exclusive Negotiation Agreement, which sets forth the terms and conditions of exclusive 
negotiations between the parties for the proposed development by the Exploratorium of 
a museum at Pier 15. On August 12, 2008, pursuant to Port Resolution No. 08-51, the 
parties amended the Exclusive Negotiation Agreement and negotiated new terms for 
the development of Pier 15 and future expansion of the museum into Pier 17 (the 
"Project"). Port staff and the Exploratorium are currently negotiating a long-term lease 

This Print Covers Calendar Item No. 10B 



r OF SAN FRANCISCO 



m 



RESS Pier 1 



for Piers 15 and 17, a Lease Disposition and Development Agreement, a Parking 
Agreement, a Tripartite Agreement with Baydelta Maritime, Inc. and other documents 
related to the Project. 

The Project will include construction of the museum; creation of substantial public 
access at the Site (which currently provides none); creation of a water taxi dock in the 
Pier 9-15 water basin; dredging of the Pier 17-19 water basin; rehabilitation of the Pier 
17 apron; construction of maritime office/warehouse space inside Pier 17 to enable 
Baydelta Maritime Inc., a tug-and-tow operator at Pier 15, to relocate to Pier 17; historic 
rehabilitation of Pier 15; and removal of portions of the existing asphalt deck between 
Piers 15 and 17 (the "Valley"). 

The BCDC San Francisco Waterfront Special Area Plan ("BCDC Plan") requires 
removal of the entire Valley and of the non-historic shed additions at the Site. In order 
to proceed with the proposed Project, the Exploratorium must obtain BCDC approval of 
amendments to the BCDC Plan to allow for variations from these current requirements. 
The Port, as landowner of the Site, must join the Exploratorium as co-applicant in filing 
the application for the amendments. BCDC's application requires the Port to adopt a 
resolution authorizing the filing of an application for BCDC Plan amendments and 
delegating to the person signing the application the authority to represent and bind the 
Port with respect to the representations and information submitted as part of the 
application. 

The BCDC application will be subject to Port's review and approval prior to the filing of 
the application. Any conditions that may be imposed by BCDC in granting the 
amendments are subject to the Port's review and approval. 

Schedule 

The Exploratorium's anticipated Project Schedule is as follows: 

Publish Draft EIR: January 28, 2009 

Certification of EIR: Mid-June 2009 

Approval of Project by Port Commission: July 2009 

Approval of Lease by Board of Supervisors: August 2009 

Execution/Effective Date ofLDDA: August 2009 

BCDC Permit/Amendment of BCDC Plan: September 2009 

Close Escrow/Commence Construction: October 2009 

Staff Recommendation 

Port staff request that the Port Commission (1) authorize the Executive Director, or her 
designee, to sign and file an application for amendments to the BCDC Plan to 
accommodate the proposed Project; (2) delegate to the Executive Director, or her 
designee, the authority to represent and bind the Port with respect to the 
representations and information submitted as part of the application; and (3) delegate to 
the Executive Director, or her designee, the authority to approve any conditions that 
may be imposed by BCDC in granting the amendments. 

Prepared by: Jennifer Sobol, Project Manager 
For: Byron Rhett, Deputy Director 

Planning & Development 



PORT COMMISSION 
CITY & COUNTY OF SAN FRANCISCO 






RESOLUTION NO. 09-20 

WHEREAS, Charter Section B3.581 grants the Port Commission the power and duty to 
use, conduct, operate, maintain, manage, regulate and control the Port 
area of San Francisco; and 

WHEREAS, On February 28, 2006, by Resolution No. 06-13, the Port Commission 
authorized and directed the Executive Director of Port, or his/her 
designee, to enter into an Exclusive Negotiation Agreement ("Original 
ENA") with the Exploratorium, a California not-for profit corporation 
("Exploratorium"). Subsequently, Port and Exploratorium revised the 
terms set forth in the Original ENA. On August 12, 2008, by Resolution 
No. 08-51 , the Port Commission authorized and directed the Executive 
Director of Port, or his/her designee, to enter into an Amended and 
Restated Exclusive Negotiation Agreement incorporating a term sheet 
reflecting the revised terms (as may be amended from time to time, the 
"ENA"); and 

WHEREAS, Pursuant to the terms and conditions of the ENA, the parties currently are 
negotiating the final documents controlling the development by the 
Exploratorium of a museum ("Museum") at Piers 15 and 17 ("Site") and 
subsequent long-term lease of the Site by the Exploratorium. The 
proposed development ("Project") will include, among other things: 
construction of the Museum; creation of substantial public access to the 
waterfront at the Site, which currently provides no public access; creation 
of new maritime uses through construction of a water-taxi dock in the Pier 
9-15 water basin, dredging of the Pier 17-19 water basin, rehabilitation of 
the Pier 17 apron, and construction of maritime office and warehouse 
space inside the Pier 17 shed, which will enable Baydelta Maritime Inc., a 
tug-and-tow operator at .Pier 15, to relocate its operations to Pier 17; 
historic rehabilitation of Pier 15; and removal of portions of the existing 
asphalt deck between Piers 15 and 17 (the "Valley"); and 

WHEREAS, The San Francisco Bay Conservation and Development Commission 
(BCDC) San Francisco Waterfront Special Area Plan ("BCDC Plan") 
currently requires removal of the entire Valley and of the non-historic shed 
additions at the Site. In order to proceed with the proposed Project, the 
Exploratorium must obtain BCDC approval of amendments to the BCDC 
Plan to allow for variations from the current requirements; and 

WHEREAS, The Port, as landowner of the Site, must join the Exploratorium as co- 
applicant in the filing of the application for BCDC Plan amendments. The 
application requires the Port, as co-applicant, to adopt a resolution 
authorizing the filing of an application for BCDC Plan amendments, and 
delegating to the person signing the application the authority to represent 



Resolution No. 09-20 
Page 2 

and bind the Port with respect to the representations and information 
submitted as part of the application; and 

WHEREAS, The application for BCDC Plan amendments will be subject to Port's 

review and approval prior to the filing of the application and any conditions 
that may be imposed in granting amendments to the BCDC Plan will be 
subject to Port's review and approval; now, therefore, be it 

RESOLVED, That the Port Commission hereby authorizes the Executive Director of the 
Port, or her designee, to sign and file an application for amendments to 
the BCDC Plan to accommodate the proposed Project, and further 
delegates to the Executive Director, or her designee, the authority, to 
represent and bind the Port with respect to the representations and 
information submitted as part of the application; and be it further 

RESOLVED, That the Port Commission hereby delegates to the Executive Director, or 
her designee, the authority to approve any conditions that may be imposed 
by BCDC in granting the amendments; and be it further 

RESOLVED, That the approvals and authorizations contained herein do not commit the 
Port Commission to approval of a final lease or related documents 
between the Port Commission and the Exploratorium in connection with 
the Project and that the Port Commission shall not take any discretionary 
actions committing it to the Project until it has reviewed and considered 
environmental documentation prepared in compliance with the California 
Environmental Quality Act (CEQA). 



/ hereby certify that the foregoing resolution was adopted by the San Francisco 
Port Commission at its meeting of March 24, 2009. 



Secretary 



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SAN FRANCISCO 
PORT COMMISSION 



MARCH 24, 2009 
MINUTES OF THE MEETING 



MEMBERS, PORT COMMISSION 

HON. RODNEY FONG, PRESIDENT 

HON. STEPHANIE SHAKOFSKY, VICE PRESIDENT 

HON. KIMBERLY BRANDON 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
TUESDAY, MARCH 24, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Rodney Fong called the meeting to order at 2:03 p.m. The 
following Commissioners were present: Rodney Fong, Kimberly Brandon, Michael 
Hardeman and Ann Lazarus. Commissioner Shakofsky arrived at 2:10 p.m. 

2. APPROVAL OF MINUTES - March 10, 2009 

ACTION: Commissioner Lazarus moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor; the minutes of the 
March 10, 2009 were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

ACTION: Commissioner Brandon moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. 

At 2:05 p.m., the Port Commission withdrew to executive session to discuss 
the following: 

(1) CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING AND 
ANTICIPATED LITIGATION MATTERS (DISCUSSION & ACTION 
ITEMS). 

a. Discuss existing litigation matter pursuant to California Government 
Code Section 54956.9(a) and San Francisco Administrative Code 
Section 67.10(d) (1 case). 

• San Francisco Pier 33 LLC v. City and County of San Francisco, 
Port of San Francisco, et al . (San Francisco Superior Court Case 
No. CGC-07-464954). 

Number of case: J_ City, As Defendant 

M03242009 

-1- 



Proposed Action: Recommending that the Board of Supervisors 
approve the settlement between the City and County of San 
Francisco and San Francisco Pier 33, LLC ("Plaintiff'), 
substantially in the form of the settlement agreement on file with 
the Port Commission Secretary, including the following terms and 
conditions: 

1. That the Port shall pay $225,000 to Plaintiff; and 

2. The Port and Plaintiff shall enter into a fifth amendment to the 
lease between the Port and San Francisco Pier 33, LLC for space 
at Pier 33, substantially in the form of the fifth amendment on file 
with the Port Commission Secretary that includes the following 
terms and conditions: 

(a) Allows the Plaintiff to use up to one-third (1 ,433 square 
feet) of the first floor of the premises, currently limited to use as a 
restaurant, for other retail uses that are consistent with the public 
trust, approved by the Port, and approved by applicable 
regulatory agencies; 

(b) Grants to Plaintiff in 2014, at the end of its current lease 
term, the right of first refusal to a new lease on the following 
terms: (i) a term of approximately five years, but in no event 
extending beyond June 30, 2019; (ii) rent for the second and third 
floors at the Port's 2014-2015 published rate; and (iii) rent for the 
first floor restaurant/retail space at the greater of (A) the 2014- 
2015 published rate for the retail property or (B) for the previous 
month, seven percent of gross food or other retail sales receipts 
and ten percent of gross alcohol sales receipts received by any 
subtenant or operator of the restaurant/retail operation(s); and 

(c) Allows Plaintiff to replace current signage on the canvas 
awnings or the walls of the premises with signage identical in 
size, color, and materials. 

b. Discuss anticipated litigation matter pursuant to Section 
54956.9(b)(1) of the California Government Code and Section 
67.10(d) of the San Francisco Administrative Code. (Discussion and 
Action Item) 

Number of potential cases: 1 As Defendant 
F. Alioto Fish Company, Inc. ("F. Alioto") requested court leave to 
intervene in the Port's pending action against Exxon Mobil Oil 
Corporation ("ExxonMobil") by proposing to file a complaint against 
the City as intervenor in City and County of San Francisco v. Exxon 
Mobil Oil Corporation (U.S. District Court, Case No. C-08-03490- 
MHP), alleging nuisance, trespass, breach of contract, breach of the 

M03242009 

-2- 



covenant of quiet enjoyment, and seeking declaratory relief, all 
arising out of F. Alioto Fish Company's leases with the Port of San 
Francisco for premises in Fisherman's Wharf and the release of 
petroleum product near the leased premises (the "Claims"). The 
District Court denied leave to intervene on jurisdictional grounds. F. 
Alioto has informed the District Court that it intends to file a suit in 
San Francisco County Superior Court against the Port and 
ExxonMobil, asserting the Claims, but intends to enter into settlement 
negotiations with the City to avoid litigation expenses subject to an 
agreement to toll the statute of limitations on any such action. 

Proposed Action: Approval of an agreement between F. Alioto Fish 
Company, Inc. and the City and County of San Francisco, through its 
Port Commission that: (i) tolls the statute of limitations for filing suit 
against the City based on the Claims for a period of 90 days; and (ii) 
requires the parties to use best efforts while the statute is tolled to 
seek a global settlement of all outstanding issues with respect to F. 
Alioto Fish Company's leases with the Port and F. Alioto Fish 
Company's use of the leased premises. 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-City/Port representative.* 

a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 
Development 
* Negotiating Parties : 

(1) San Francisco Giants, Wilson Meany Sullivan, Kenwood 
Investments, The Cordish Company, Stockbridge Capital, Farallon 
Capital Management, LLC 

Under Negotiations: Price Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 
China Basin Park, and Pier 48. In this executive session, the Port 
intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 



M03242009 

-3- 



At 3:30 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Shakofsky made a motion to adjourn executive session 
and reconvene in open session; Commissioner Lazarus seconded the motion. All 
of the Commissioners were in favor. 

ACTION: Commissioner Shakofsky made a motion to not disclose any 
information discussed in executive session except for the following two items: 

1 . The Port Commission recommended that the Board of Supervisors 
approve the settlement agreement proposed in Item 4.A(1)a. of the agenda 
amended to provide for a new lease to Plaintiff in 2014 with a term of 
approximately 5 years, but in no event extending beyond July 31, 2019, 
instead of lease not to exceed beyond June 30, 2019. 

2. The Port Commission approved the agreement proposed in Item 4.A(1)b. 
of the agenda tolling the statute of limitations for a period of 90 days and 
requiring the parties to use best efforts to seek a global settlement. 

Commissioner Brandon seconded the motion. All of the Commissioners were in 
favor. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

Commissioner Shakofsky indicated that the Port Commission would like to 
recognize the four fallen Oakland Police Officers with a moment of silence. 

7. EXECUTIVE 

A. Executive Director's Report: Executive Director Monique Moyer reported the 
following: 

• Removal of Spider Sculpture at Pier 14 - April 2009 - The spider exhibit 
at Pier 14 will be leaving the Port sometime in April. The spider exhibit 
was made possible by a voluntary loan from the artist, Louise Bourgeois, 
and the Paule Anglim Gallery and costs for the installation, maintenance 
and insurance were covered by the Arts Commission. 

One interesting item of note is that Port staff did some special work 
around the base of the spider for ADA accessibility. Wendy Proctor, the 



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• 



• 



Port's ADA coordinator, worked long and hard on that project that it caught 
the attention of the Smithsonian. They are looking at her designs for 
accessibility for use in some of our other projects. 

It's not yet clear what art will go in its place but Port staff is in discussions 
with the Art Commission. As soon as we know, staff will seek Port 
Commission approval. 

Modifications to the Promenade Ribbon sculpture between Piers 9 and 33 
and between Piers 30 and 38 on The Embarcadero - The Art Ribbon is 
the white concrete strip that runs the length of the Embarcadero 
promenade and has a strip of glass block in its center. At the March 9, 
2009 Arts Commission meeting, they passed a resolution allowing 
modifications to the Art Ribbon sculpture. It allows for the demolition and 
removal of most of the raised Ribbon elements and their replacement with 
flat sections that are flush with the surrounding concrete. The blocks have 
become an attraction for skate boarders and the blocks are getting ruined 
so the Arts Commission has determined that the best course of action is to 
remove those blocks to help facilitate access, particularly in front of the 
proposed Exploratorium project. It may be necessary to implement the 
Brannan Street Wharf project and it may improve comfort and usability of 
The Promenade in the more congested sections along the northern 
waterfront. Port staff will keep the Port Commission updated as their work 
moves forward. 

Sunday Streets - April 26 and May 10, 2009 - As indicated in the 
newspapers, Sunday Streets is going to go forward again this summer. 
There's going to be a total of six Sunday Street events throughout the city, 
two of which will impact the Port. The first one will be held on Sunday, 
April 26, 2009 and it will be along the waterfront from AT&T Park to 
Aquatic Park. We are looking forward to participating in the event. We're 
trying to work closely with our Fisherman's Wharf merchants to ensure 
that their area is still accessible by vehicle and to keep the Triangle 
parking lot open so that anybody who isn't walking that length of the 
waterfront can still get to Fisherman's Wharf. The second event will be 
held on Sunday, May 10, 2009 which is Mother's Day. It will be held at the 
Southern Waterfront. The route will go along the San Francisco Bay Trail, 
which will be celebrating its 20th Anniversary in May, from AT&T Park to 
the Bayview Opera House. There will be several events taking place. 
Some of the event will take place in Harry Bridges Plaza. 

As she mentioned at the last meeting, Earth Hour will be held on March 
28, 2009 in the evening and there will be festivities at Harry Bridges. 

Transportation Worker Identification Credential (TWIC) Implementation 
Update - Since the last meeting both a cargo ship and a passenger ship 
called under the new TWIC rules, which effectively requires anybody 
accessing a secured pier to have the proper identification. Both of those 



M03242009 






ships called without any incidents or events. It seemed to work very well 
for us and we're very pleased about it. 

• Archie Green - Our friend, Archie Green, who was with the Copra Crane 
Landmark Preservation Committee, passed away this weekend at the ripe 
age of 91. He lived a long and happy life. He was a former shipwright, and 
he was a Congressional lobbyist and obviously a big lover of American 
Labor history. His legacy will remain in the Copra Crane and he will 
obviously be missed. It's too bad that he won't be with us when the work is 
completed, but he died knowing that the work is going to happen. He 
passed away peacefully at his home in San Francisco and he's already 
being mourned by many of his friends and followers. 

8. MARITIME 

A. Informational Presentation on freight rail service to the Port of San Francisco. 

Peter Dailey, Deputy Director of Maritime, indicated that after a staff 
informational presentation on San Francisco's position in the cargo shipping 
market earlier this year, members of the Port Commission requested an 
update from staff on freight rail access issues at the Port. He will provide the 
Commission a brief introduction and Jim Maloney will give the update. Jim 
Maloney is the Port's marketing manager who has done a fantastic job in 
terms of looking at our cargo market and our maritime industrial options. 

Ports exist to provide transportation infrastructure to the communities that 
they serve. The Port of San Francisco plays an important role in both areas 
for the City. Millions of passengers embark or disembark from cruise ships, 
ferry/excursion boats each year at the Port. Millions of tons of cargo are also 
moved across our docks. Passenger and freight mobility need not be mutually 
exclusive. As one of four public ports in San Francisco Bay, we play a key 
role in terms of providing infrastructure for freight mobility. While not a major 
container port we still play an important role for movement of breakbulk and 
bulk cargoes to provide materials to rebuild California's infrastructure. During 
the Port's long history, passenger and freight mobility have been challenging. 
Our deep water berths originally attracted ships from around the world, but 
our peninsula location has made it difficult for cargo and passengers that 
need to cross the bay. The challenges continue today. Nationally our country 
is looking at investments in transportation infrastructure. You can't pick up a 
newspaper without hearing infrastructure or reading about shovel-ready 
projects that are being demanded by people to stimulate both economic and 
environmental benefits. Infrastructure improvements - smart ones - can 
reduce pollution and increase jobs. Jim Maloney will be talking a little bit more 
in a couple minutes about several programs that are being discussed on the 
peninsula that will improve rail infrastructure on San Francisco's West Bay. 
These improvements will cost billions of dollars and will set the template for 
transportation flows into San Francisco for the next hundred years. 

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The Port needs to be a part of this conversation. Smart transportation and 
emergency planning need to take into account freight mobility issues to the 
City. ~ 

Jim Maloney, Port's Maritime Marketing Manager, indicated that on the cover 
of the PowerPoint presentation is one of the Port locomotives that have 
recently been refurbished by San Francisco Bay Railroad and also converted 
to use biodiesel. We're excited to have the one railroad in the country with 
locomotives that can operate on biodiesel. 

Jim Maloney indicated that he is focused on the cargo facilities for the Port. 
He will summarize some of the complex issues currently facing the Port. 
There are a number of developments that have been happening over the last 
couple of years regarding rail that warrant Port staff to discuss with the Port 
Commission. 

Business opportunities have come to the Port that require freight rail to be 
utilized with the opportunities, especially automobiles. The automobile tri-level 
rail cars are too large to go through some tunnels on the main line out of San 
Francisco. Cal Train, the owner of the main peninsula corridor line that goes 
between San Jose and San Francisco that all our freight operates on, have 
plans to electrify their line. The plans are to get this project up and running, 
get started in the next couple of years and have it completed by 2015. Port 
staff needed to focus on understanding how that might impact the Port. 

In the November 2008 election, the California High Speed Rail Authority had 
a bond measure where the initial funding of ten billion dollars in bond money 
was approved by the voters. That line is scheduled to run from San Francisco 
to Los Angeles and on to San Diego. It's important that we understand how 
that might affect freight rail on the line. 

As Peter Dailey pointed out, freight rail access is critical to the Port's cargo 
business. Rail, along with highways, provide the critical infrastructure for 
moving goods to and from the Port's terminal facilities. For years, the Port of 
San Francisco's geographic location has provided challenges to the Port. Rail 
either needs to travel across the Bay by a boat as it has in the past -- that 
service is now discontinued — but it also now has to run down the peninsula 
through San Jose to get south, westward and northward from here. The 
geographic location has been challenging. 

There have also been structural impediments. The two tunnels on the main 
line going out of San Francisco have caused some impediments to moving 
cargo. There are business opportunities that the Port has been pursuing and 
has been entertaining, and this prompts Port staff to come forward and 
provide the Commission an update on the rail issues. 

The primary issues he will discuss are: (1) the tunnel clearances; (2) Cal 
Train's electrification plans for the Cal Train corridor; and (3) the agreement 

M03242009 

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between Cal Train and the freight rail operator, the class one railroad that has 
trackage rights to move cargo in and out of the Port -- Union Pacific Railroad. 
He will discuss how the trackage rights agreement between Cal Train and 
Union Pacific affects the ability to move freight on a line and how that, in turn, 
affects Union Pacific's operational commitment to servicing the Port and the 
peninsula rail. He will also discuss the California High Speed Rail project. 

In terms of the benefits of freight rail, there are a number of reasons it's 
efficient and a good idea to move freight via rail. First of all, it's a fuel-efficient 
means for moving freight. It's more fuel-efficient than moving a similar amount 
of freight by truck. It lowers air emissions as compared with trucks. It reduces 
traffic congestion by taking trucks off the road. It facilitates good movement 
and provides economic stimulus for the local area which creates jobs. 

The slide show is a context of the Port of San Francisco in the Northern 
California Port context. Port of San Francisco is one of five major Northern 
California ports and it illustrates how freight rail needs to move down the 
peninsula, through Redwood City to San Jose to move eastward from here. 

Some of the major rail shippers on the peninsula include Waste Solutions 
Group, San Francisco Bay Railroad sister company. They move 
contaminated soil from project sites in the bay area to a landfill in Utah. 
Darling International is another Port tenant that moves product to and from 
the Port of San Francisco. 

Darling, with their amended lease that's going to allow for biodiesel 
production, might offer a new opportunity for moving additional products from 
the Port via rail. Other major rail shippers on the peninsula line are Granite 
Rock, who moves freight from South San Francisco and Redwood City; 
Simms Metal and Cemex. Cemex primarily moves cargo to and from the Port 
of Redwood City. Cemex's facility at the Port of San Francisco could provide 
some opportunities in the future. 

There are 21 additional shippers currently running freight on the peninsula 
line including Cal Train. Right now there's one freight train moving in and out 
of the Port of San Francisco every day. It moves at approximately the middle 
of the day when there's a window between commuter trains. There's also one 
freight train that moves to and from the Port or to and from South San 
Francisco each day, and a third train that runs from Redwood City to and from 
that Port every day. Those two trains run during the evening and night hours. 
Currently there are about 2500 to 3500 rail cars a year moving to and from 
the Port of San Francisco and approximately 16 to 20 thousand rail cars a 
year on the peninsula line. Freight rail is an important aspect of the peninsula 
rail corridor. 

The slides show the context of the Port's southern waterfront and it illustrates 
the Port's rail infrastructure. San Francisco Bay Railroad is located right along 
Cargo Way. The purple line represents the Port freight rail tracks. He showed 

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where the Cal Train main line is located and the lead that comes to and from 
the Port. He also showed the new Illinois Street intermodal rail bridge and the 
rail that goes directly to Pier 80. 

The current rail infrastructure on the slides represents the current freight rail 
infrastructure, and the Port has plans on the drawing board for potentially 
expanding the freight rail. Currently, we have approximately a total of 23,000 
feet of track on Port property, a capacity for about 250 rail cars. This 
expansion track could add an additional 15,000 feet of track that could have a 
capacity for additional 165 or so rail cars. Currently, outbound trains of 60 to 
80 rail cars could be assembled in the rail yard. This gives an indication of 
the Port's current rail infrastructure and potentially is planning to add. 

As Peter Dailey mentioned, San Francisco Bay Railroad is the Port's short 
line rail operator. They operate all the Port's rail track. They interchange our 
current freight rail cars with the Union Pacific Railroad and they're charged 
with maintaining the Port track and locomotives. They've had an interchange 
agreement with the Union Pacific Railroad for the past seven years so they 
are the Port's partner in managing the freight rail business. 

One of the largest infrastructure projects the Port has embarked on in the last 
several years is the Illinois Street Intermodal Bridge. This was completed last 
fall and opened to traffic. The Illinois Street Bridge not only relieves the truck 
traffic off the Third Street Corridor, but it also provided direct rail access to 
Pier 80 for the first time in ten years since the Mission Bay lead was cut off 
due to the redevelopment of the Mission Bay area. The Port invested 
approximately $26 million in building this bridge and a lot of that funding came 
from the support of our local, state and federal officials including Speaker 
Pelosi and Senator Feinstein. The Illinois Street Bridge provides a new 
opportunity for the Port to expand its cargo marketing opportunities. 

Mr. Maloney showed a slide that illustrates exactly where the Port's freight rail 
infrastructure is located in comparison to the Cal Train mainline. The Cal 
Train main line continues down to the Fourth and King Street station. The 
Port rail infrastructure and the lead go directly to the Cal Train main line from 
the Port. Tunnels three and four go under the Bayview neighborhoods and 
the second one comes out north of Candlestick Park. 

The tunnels are illustrated in the photographs. The photograph to the left 
shows Union Pacific rail trains pulling freight rail cars from the San Francisco 
Bay Railroad rail yard. The next two pictures illustrate what the tunnels 
actually look like. They're arched tunnels built in 1906 with two lines going 
through the tunnels - one going north and one going south. This is looking at 
the north end of tunnel four. Cal Train has done some seismic upgrades to 
the tunnels in the recent past. Otherwise they're essentially as they were 
when they were built over a hundred years ago. 



M03242009 

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Mr. Maloney showed the tunnel clearance diagram. They've superimposed 
the profile of a tri-level automobile rail car inside tunnel three on the Cal Train 
line. The rail car comes close to hitting the ceiling of the tunnel but it does 
have clearance. When you take into account the back and forth rocking 
motion of a rail car when it's moving, there's potential for it to actually hit the 
side of the tunnel. Tunnel four, which is the more southerly tunnel, actually 
has interference and restricts the rail car from moving through it. So as the 
tunnels stand right now, potentially rail could go through one tunnel but not 
the other. 

The Cal Train's electrification plans for the line kind of renders the previous 
discussion rather moot. Cal Train is a three-county public agency that's made 
up of three members each from San Francisco, San Mateo, and Santa Clara 
counties. Cal Train is a public agency. The City of San Francisco and the Port 
of San Francisco are officially on record as supporting Cal Train's 
electrification plans. The benefit that they cite for electrifying the line is it 
would fairly dramatically increase the capacity of the line. It'll allow them to 
move trains in and out of stations more quickly. It will increase our capacity, 
it'll reduce noise on the line, it'll improve the air quality and it'll also help to 
modernize Cal Train in general. 

Cal Train has plans to complete the electrification project by 2015. One of the 
biggest issues Port staff is concerned with is Cal Train's design plans for the 
overhead wire system that will provide power to the locomotives. As it's 
designed, in our discussions with Cal Train, we're advised that the current 
design plans would restrict tri-level automobile cars from moving under the 
line. They would be too short to accommodate them. It could restrict them 
permanently. This is an important issue and staff are monitoring that situation. 

The trackage rights agreement is an agreement between Union Pacific 
Railroad and Cal Train. They purchased the line from Southern Pacific in the 
early '90s. Southern Pacific entered into an agreement with Cal Train to 
perpetually have rights to move freight on the line which Union Pacific 
Railroad inherited when they purchased Southern Pacific in the late '90s. The 
trackage rights agreement essentially requires Union Pacific to pay for 
maintenance and capital upgrade costs to the line to the point where Union 
Pacific tells us that it is economically the most costly line that they operate on 
in their entire network. It's a substantially high cost to them which basically 
provides them a disincentive to see the freight volume grow on the line. 

Even if there were to be a solution to the electrification and the Port was able 
to find a way of moving the rail cars with electrification, there still could be an 
impediment to increasing the freight rail on the line with Union Pacific, with 
the trackage rights agreement in place. Port staff would like to suggest that 
maybe this is something that the two parties may want to revisit, since the 
agreement is nearly 20 years old. 



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The California High Speed Rail project, Proposition 1 A, was passed by the 
voters in November 2008, which provided initial funding for this project. The 
California High Speed Rail Authority is now in the initial design phase. They're 
designing how this project is going to be built from San Francisco to San 
Diego. Port staff are monitoring their plans. We've attended public meetings 
and provided comments to the Rail Authority. They're also working closely 
with Cal Train with their electrification designs. Cal Train's and High Speed 
Rail's electrification designs are compatible and can work together. We 
understand that the High Speed Rail Authority would like to have their own 
dedicated rail lines for moving their trains and perhaps baby bullet Cal Train 
trains and then have separate lines for the slower commuter trains and freight 
rail. They've indicated that they cannot absolutely have freight and high speed 
rail operating on the same lines. Port staff are talking to them and monitoring 
how that situation will develop. 

Mr. Maloney indicated that Port staff are pursuing other cargo opportunities, 
another development. He showed a picture of the potential design of an 
automobile import/export and processing facility at Pier 80. A couple years 
ago, Port staff talked with the Pasha group about developing part of Pier 80 
into an automobile importing facility. They came up with this design. The 
automobiles are waiting to get loaded onto trucks and rail cars. The auto 
carrier ship is located at the end of the Pier. They were proposing to use 
Shed D for processing of automobiles. 

This is a hypothetical schematic for how an automobile processing facility 
could work at Pier 80 with the trains right on the dock. As Peter Dailey 
mentioned, Port staff updated the Port Commission in January about the 
updated cargo market analysis that was done by CBRE Consulting and 
Martin Associates. The study recommended automobiles as one of the 
largest potential cargo opportunities for the Port, which Port staff already 
knew as we were speaking with PASHA. Their report talked about the 
capacity for automobiles being upwards of 200,000 automobiles per year that 
could run across the dock, provide upwards of over 400 Port jobs, millions of 
dollars in revenue to the Port, as well as millions of dollars in state and local 
tax revenues. Some of the large target markets of the automobiles would be 
the big three auto makers. Pasha was in conversation with General Motors 
and Chrysler. 

Pasha signed a letter of intent with the Port and it expired by mutual consent 
by both parties. During the course of discussions, Pasha realized in talking 
with General Motors and others that rail was going to be an important 
component of distributing the automobiles. The fact that we didn't have the 
access for moving the tri-level rail cars down the peninsula line was a factor in 
that deal not going through. Port staff are still in conversation with Pasha and 
keeping them updated on our conversations regarding Port rail. 

Port staff are working on another exciting opportunity to import automobiles 
from China. Representatives from China Motors Brilliance Autokam are in the 

M03242009 

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audience today. Brilliance has a factory in China that is ready to start 
importing automobiles. Port staff are working with them to possibly develop 
parts of Pier 80 as an automobile processing facility. Part of that opportunity, 
and an exciting component, is they're also looking to develop a plug-in hybrid 
electric vehicle in the U.S. that they would like to assemble at and distribute 
from the Port of San Francisco. Port staff are in active negotiation with them 
but they've indicated that the ability to move automobiles via rail is important 
to them. 

Port staff are looking to enhance our breakbulk cargo at Pier 80. We're 
looking at opportunities to move some of our steel products via rail and 
expand our distribution from Pier 80. This was also cited in the updated cargo 
study that wind energy products like windmill towers, blades, turbines are an 
excellent opportunity cargo for the Port. A lot of that, especially the towers, 
requires distribution via rail. Port staff are actively pursuing those 
opportunities and some of those don't have the concern of height restrictions. 

Bulk cargo continues to be the Port's largest cargo market. We currently bring 
in over a million metric tons of bulk cargo annually to the Port and we 
continue to pursue opportunities for expanding our bulk cargo into and out of 
the Port, some of which would potentially require movement to and from the 
Port via rail. We continue to target those products. 

In terms of next steps, Port staff will continue to explore the options with Cal 
Train to secure the height clearances that we need for automobile rail cars 
and see if that is possible. We'll continue to coordinate efforts with Union 
Pacific Railroad to provide the operational commitments that we need for 
moving freight. We'll continue to sell the market cargo capabilities to the Port 
and use the updated cargo analysis as a guide. Port staff will continue to 
monitor developments with the California High Speed Rail Authority. 

We believe that if all the parties work together, we could come up with a 
solution that will help all the parties involved achieve our joint objectives for 
moving cargo up and down the freight line. Staff will continue to advise the 
Commission of our developments. Mr. Maloney introduced David Gavrich of 
San Francisco Bay Railroad as the Port's rail partner. 

David Gavrich, San Francisco Bay Railroad, indicated that since arriving to 
San Francisco 30 years ago to work for then Mayor Feinstein at City Hall, he's 
seen seven Port Commissions and seven Executive Directors and this 
particular Port staff and Port Commission is what he calls a dream team. This 
is an opportunity for us to do things at the Port that are visionary and that are 
absolutely great opportunities for the Port and the City. In reading the staff 
report, the last sentence of the third paragraph on page 2 caught his eye. It 
states, "While fully-designed and partially-funded by a grant, the project never 
commenced due to commercial considerations." He believes that the tunnel 
project was actually entirely funded. He was around at that time and it 

M03242009 

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wasn't commercial considerations that that money, the ten million dollars, was 
lost by the Port. It was a lack of vision and it was a lack of leadership at the 
time at the Port that gave that money away; because we wouldn't be talking 
about these issues right now and we would not be talking about commercial 
considerations. We would have had those good union jobs and that economic 
development at Hunter's Point and everything that went with it had there been 
vision and leadership at the Port at the time. 

We can't let that happen again. We have between six months and a year from 
now while Cal Train and High Speed Rail continue to develop their designs 
for what goes on in the peninsula for the Port to strongly take a stand to say 
that 90% reduction in fuel use, 90% reduction in emissions, good union jobs, 
economic development at Hunter's Point are important to this Port and are not 
mutually exclusive with good passenger rail service. Freight and passenger 
rail coexists around the world. We could be a model for that here. It will take 
leadership from the Port Commission and Port staff to send a strong message 
to the Mayor and to our three representatives on the Joint Powers Board that 
this is important to the City of San Francisco and to the Port. So far, our 
representatives on the JPB have not yet stood up for freight rail and not 
talked about the advantages of freight rail to the economic development at the 
Port and the surrounding neighborhoods and to the environment. He asked 
the Port Commission and staff to do that quickly because the train is leaving 
the station. If we do not get on board it's going to leave without us and that is 
going to be in perpetuity. We're never going to have the emergency 
preparedness that we need and we're never going to have the economic 
development opportunities that we need. 

Leif Gistrand, regional manager for Metro Ports in San Francisco, indicated 
that they do work for Hanson at Pier 94 and also operate Piers 35 and 80. 
They took over Pier 80 about six months ago. Pier 80 is the most appropriate 
multipurpose cargo terminal in the Bay Area right now and a multipurpose 
cargo terminal will not function without rail. We now have the Illinois Street 
Bridge. We have a lot of inquiries for cargo such as windmills, steel, and other 
projects which has to move out by rail. Some of them can move now because 
there are no height restrictions, but as Jim mentioned, we need to have the 
height in the tunnels. He asked the Commission to help Port staff in their 
endeavors to get Union Pacific to the table and talk about these issues, 
because there seems to be some reluctance from their side to do that. Metro 
Ports is 100% behind the Port in this endeavor. 

Herbert Johnson, spoke on behalf of the Bayview Citizen's Alliance and 
encouraged the Port Commission to consider the proposal that's been made 
in reference to the intermodal and the Bayview Pier 80 improvements. Times 
are tough, but it won't stay that way. This is the beginning of a great 
revitalization for San Francisco, especially in the Bayview Hunter's Point area, 
considering the stimulus infrastructure jargon they've been hearing about in 
the media and the opportunities presented could create a bustling Bayview 
that has been somewhat neglected lately. There has been some 

M03242009 

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improvement, but this project will push us over the top right where we would 
like to be. He is a resident of Silver Terrace in the Bayview Hunter's Point 
area and he's also a member of the International Longshoremen and 
Warehouseman's Union. On behalf of the Bayview Citizen's Alliance, he 
encouraged the Commission to consider the benefits for the Bayview Hunter's 
Point area. The businesses along Third Street will benefit greatly and jobs will 
be created in the Bayview Hunter's Point. 

John Mandella, Brilliance Autokam, Alternative Power Train Technology, 
indicated that at the Detroit Auto Show, they had four vehicles that share a 
four cylinder turbo engine that will be able to run between 32 and 44 miles per 
gallon. They will be able to compete with existing, high quality European 
vehicles and will be 35 to 40 percent under market. They would like to put an 
auto processing plant at the Port of San Francisco. They have been very 
impressed with working with Port staff such as Jim Maloney and others. They 
are looking at Pier 80 as a Port of entry for a processing plant and with those 
four vehicles coming into the country. They are on the cutting edge of working 
with a domestic manufacturer for a plug-in hybrid vehicle that they want to 
bring in from Detroit. They have integrated the electric hybrid technology into 
their own intellectual property and have already produced a pre-production 
vehicle that will be exhibited at another Detroit Auto Show the end of April. 
They are ready to roll. This is a pre-production unit. It will be a SUV. It'll be 
capable of being driven from San Francisco to New York. It'll be the first 
extended range plug-in vehicle and it'll be capable of a hundred miles per 
gallon. They have taken care of all the safety issues on this vehicle. They will 
receive it intact with airbags and everything other than the propulsion for the 
vehicle which will come by rail from Detroit. That vehicle will have an internal 
combustion engine in it. It can be driven continually for 400 miles and every 
400 miles fill up with four gallons of gas. They have a vehicle that not only will 
be accepted widely in California and the United States, but it could be a 
worldwide vehicle. They are excited about working with the Port of San 
Francisco and the City of San Francisco. 

Fred Sherman, President of Marine Highways LLC, voiced his opinion that the 
Port needs all types of rail access that is now hampered by the tunnel size. 
He supports water transportation as a way to get trucks off the road and also 
to have good truck service. This rail service to the Port is critical to the future 
success of the Port. 

Lonnie Francis, Local 10 Business Agent Lonnie, indicated that Jim Maloney 
outlined the opportunities that Pier 80 presents. The rail issue is important not 
just to the City of San Francisco, but to labor. There are a lot of people that 
live in the community who are willing to work. We need to move on this. 
We've been talking about this a long time. There are opportunities out there 
for everyone, especially the City of San Francisco and the Port. 

Tom Hart, Sheedy Crane and Rigging, indicated that their company has been 
around for about 80 years now. He concurs with all the speakers about 

M03242009 

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increasing access for both road and rail at the Port. They do heavy lift crane, 
rigging and heavy hauling. He's on the front lines working every day with 
equipment manufacturers, freight forwarders and shippers and they often ask 
him for advice on where to bring cargo in so that they can transfer it either 
through rail or truck. There are some distinct advantages at the Port of San 
Francisco. Pier 80 has a lot of laydown area and working with the Port is just 
great. They've been so supportive. What's been done with the Illinois Street 
Bridge is very exciting and encouraging, however we're still missing out on 
some cargo due to road and rail restrictions. They do a lot of work with power 
projects and there's going to be a lot more power projects in the future. This 
includes equipment such as transformers, generators, turbines, boilers and as 
Jim Maloney spoke about, wind components. Unfortunately most of the heavy 
equipment cannot be moved due to the height restrictions through the tunnels 
and also trucking out of the Port with the Muni wires. He recommended that 
the Port get at least a clearance of twenty feet. We definitely need to see 
about raising that so we can bring in more work to the City. 

Joe Boss pleaded with those folks in City government to push for preserving 
the freight ability and to improve the clearances. The Port always ends up 
being at the end of the chain. He tries to do his part to educate other people 
in City government and will continue to do so. He knows two people on the 
Joint Powers Board that could be moved: Supervisor Elsbernd who is in the 
district with Commissioner Hardeman and Mr. Nathaniel Ford who wants to 
do a deal with the Port to cut off some rail. We need to gather up the forces 
and make sure that these tunnels continue to operate for disasters as well as 
economic development. We're going to spend billions of dollars on a high 
speed rail. If they need another tunnel, they're building one from Fourth Street 
to North Beach for billions of dollars. These things can be done but once you 
lose that connection, you're never going to get it back. 

Michael Staskus, Corporate Counsel for Brilliance Autokam, indicated that 
he's been listening to all the comments on the tunnel issues and rail access. 
He wanted to redefine a few of the issues that Mr. Mandella presented. 
They've been dealing with the Port now for approximately a year regarding 
the importation of automobiles and Brilliance Autokam has an exclusive 
agreement with Brilliance, which is the largest domestic manufacturer in 
China, to import their vehicles in the U.S. As Mr. Mandella indicated, they just 
showed the vehicles at the Detroit Auto Show. In conjunction with those 
relationships, Brilliance and Brilliance Autokam, there is another relationship 
with FEV which is the second largest engineering design company in the U.S. 
FEV has a large domestic manufacturer that has agreed to provide them a 
glide vehicle and they've agreed to engineer the technology for their extended 
plug-in hybrid vehicle. As Mr. Mandella indicated, all that engineering is 
complete. The car is going to be shown in Detroit. Along with that opportunity, 
they've been discussing with the Port of San Francisco to have an assembly 
and a manufacturing plant for the electric vehicle on Pier 80. They have 
discussed the rail issues with Jim Maloney who has been very educational on 
these issues and it's the same stumbling block that the Port had with Pasha 

M03242009 

-15- 



that the clearance on the tunnels is not appropriate for the tri-level auto 
vehicles rail cars. 19 feet is the minimum clearance that's available. This is 
an economic opportunity that's waiting to happen. The clean air technology is 
here. Judging from the oil crisis and the embargos, people are looking for 
alternative energy sources. Every manufacturer is developing a hybrid 
vehicle. Ford just came out and mentioned that they have an independent 
consultant that's building their hybrid vehicle. That's exactly what we have. 
As Mr. Mandella indicated, the car is complete. It's going to be shown and it's 
going to be sold. They've been discussing with Mr. Maloney about having the 
assembly and manufacturing plant for the electric vehicle and potentially for 
the combustion vehicles that will come in from China located at the Port of 
San Francisco. The rail issue permeates all issues of commerce. On behalf of 
Brilliance Autokam, they would like to use the Port of San Francisco and they 
know that it would be very economic for the Port to have these types of 
industrial issues and hopes that the Port Commission take that into 
consideration. 

Jacob Park indicated that San Francisco Bay Railroad is the short line 
railroad at the Port and they support Cal Train and the High Speed Rail for 
electrification. It's 30 years too late but we need it anyway. On that note, we 
don't want to neglect freight either. Looking ahead to the future, we haven't 
invented teleporting yet, so we have to figure out a way to move goods and 
the most efficient way to move those goods are by boat and by rail. 
Comparing San Francisco to New York City, they are reinvigorating their 
freight railway as we speak, talking about a new freight tunnel with the height 
clearances that they need and also they just reopened Staten Island Railroad 
two years ago for freight rail. Keep in mind too that passengers vote and 
freight doesn't. Well, freight does vote. There's labor, there's the shippers - 
26 shippers in all that do vote; and they are in support of freight rail and 
they're also in support of Cal Train High Speed Rail too. What does rail 
benefit? It reduces collision, it reduces our demand for foreign oil, and traffic 
congestion and we want 22% feet if we can get it on those tunnels. 

Commissioner Lazarus indicated that we've done a good job of outlining the 
problems, which the Commission have actually heard before. She asked if we 
have a notion of solutions and if we have a game plan to try to get there. 

Jim Maloney replied that we are continuing conversations with all the 
stakeholders involved. It's a very complex series of issues and there are very 
complex relationships. We're continuing to work with the parties to see if there 
is a way that we can solve our tunnel and our clearance issue and find a way 
for all of us to work together and be a model for the rest of the country and 
how freight, commuter and high speed rail perhaps can all work on the same 
lines together. Because he doesn't think this is going to be the first place 
where we're going to have an issue like this in the country to solve, and San 
Francisco is a good incubator of neat and innovative policies, this is a nice 
challenge that the Port can help be a solution party for. 

M03242009 

-16- 



He pointed out that Union Pacific, as the freight rail carrier, doesn't currently 
support the current design of the overhead wires as they stand. That might 
change but they're also concerned about how that might impact them 
elsewhere in other parts of the state and the country. The high speed rail is 
going to be similar, probably other conversations in other parts of the state 
about similar conflict between freight and high speed rail and how the 
clearances are going to work together. There are a lot of questions right now. 
We're working to try to develop a game plan, but in the meantime we're 
having conversations with all the parties involved and putting forward our 
concerns and needs and we'll continue to work and update the Commission. 
Staff would appreciate the Commission's guidance and support. 

Commissioner Lazarus asked if there is a working group organizing all the 
parties to sit down and try to figure this all out because it seems like it's going 
to be on sooner rather than later. 

Peter Dailey replied that Port staff have asked both Cal Train and Union 
Pacific if we could sit down with them jointly and we've gotten their agreement 
that they might be willing to facilitate a joint meeting. We're also working 
closely with the Port of Redwood City and the Seaport Industrial Association 
of the Port of Redwood City and other freight users. We're working with other 
freight users on the line to see if they have similar concerns and interests and 
we found that there are concerns amongst other freight rail users on the line 
as well. We haven't talked about the future design of rail cars. The design for 
rail cars is not static. They continue to have longer and higher rail cars of 
various types on the drawing board. We have to look down the road at what 
the future of freight rail will be say 2035 or 2025 -- so we're trying to bring all 
these issues to the floor and ask the various parties to keep this all in mind 
and see if there are ways that we can all work together to achieve a joint 
solution. 

Peter Dailey added that Jim made a good point. We've had individual a 
number of individual conversations with Cal Train. We've had individual 
conversations with Union Pacific. We flew to Omaha in the middle of winter 
and talked with them, but the first step is for us to all sit at a table together 
and that's what we're asking for. We want to brief the Commission on the 
situation and then we really need, from a policy standpoint, for everybody to 
look at this together. Electrification is a wonderful idea and we're all 
supportive of it but it's not fully funded yet. It's not designed yet. It's 30 or 40 
percent designed. High speed rail - we didn't know it was going to be in the 
books until November, so maybe this is the right time. 

We've heard of these tunnels going back for decades. We hate to bring up old 
issues, but I think the time is now to really look at this once and for all. Again, 
billions of dollars are going to be spent. Joe Boss said they're going to be 
building a tunnel from Fourth and King Street to Chinatown for hundreds of 
millions of dollars. These tunnel enhancements are relatively spare change 

M03242009 

-17- 



compared to those types of investments and these investments are going to 
be for a hundred years. 

Commissioner Shakofsky indicated that in the past engineering designs were 
drawn and costs were attached to those designs for either increasing the 
height or lowering the track or taking chinks out of the side. There have been 
several proposals. She asked how old they were and how much they cost. 

Peter Dailey replied that the plans that the Commissioner was referring to 
was called the Gantlet Track Plan. Those tunnels have two tracks now, one 
going north, one going south in the same tunnel. This would essentially make 
one track in the middle of the tunnel. They were built fifteen years ago. It 
probably cost $60 million in today's dollars for that kind of a project. 

Commissioner Shakofsky asked for our purposes, would a gantlet, a third rail 
actually work . 

Peter Dailey replied that he's not an engineer but his gut tells him that 
between electrification and high speed rail, a hundred and three year old 
tunnels, it would require a better solution than that. If high speed rail is going 
to construct new tunnels and there's going to be a new track, people will have 
to look at this fresh. 

Commissioner Shakofsky indicated that the high speed rail is probably a 30 to 
50 year project right now and it seems to her that the Port could potentially be 
utilizing those tracks next week if we could do something about the height 
issue. It doesn't seem to be a horribly complex issue we're trying to address. 
She's aware that there are complications; however, the high speed rail is a 
30-to-50-year project. We can't sit around and wait for them to decide what 
they want to do. The electrification is another issue. It's in the works but it's 
unfunded. We should not be put in a position to sit around and wait for other 
plans that are potentially 30 to 50 years in the future before we do something. 
If we've got something that's doable that benefits us, we should just find the 
funds and move it. 

Monique Moyer indicated that it's our understanding that Cal Train has done a 
considerable amount of work on their architectural engineering and has 
moved so far as to draft an environmental impact study for federal purposes 
and we obviously are going to need to pay a lot of attention to that. There has 
been a working group put together by the Mayor's office for high speed rail. 
We asked to participate and were told that it wasn't appropriate at this time 
because of the fact that particular meeting was going to be limited to high 
speed rail. We've been nudging the Mayor's office repeatedly to make sure 
that freight has a seat at the table. We've talked to the Metropolitan 
Transportation Commission as well. Most of the response that we get is that 
after the Port spends a quarter or a half million dollars to engineer a solution, 
then people would be more willing to talk to us; and that's a big policy 
decision. We haven't been able to engender creative partnerships yet. We've 

M03242009 

-18- 



been working very hard on that, so a more robust working group is probably 
in order. 

Commissioner Shakofsky asked if we could try to instigate that. Ms. Moyer 
replied affirmatively. 

Commissioner Shakofsky asked if there's anything that would restrict the Port 
from going after funds for our engineering and design for increasing the 
height. 

Monique Moyer replied that we've made that proposal to the Mayor's office. 
The Mayor's office is controlling which submissions get made to the federal 
government. So far, we were unsuccessful. 

Commissioner Hardeman indicated that David Gavrich brings up memories of 
what happened 13 years ago. He was one of the two Commissioners who 
voted against the then-Executive Director's recommendation to withdraw the 
grant application to MTC and the JPB to construct the tunnel project. The 
other was Commissioner Frank O'Neill. Jimmy Herman, the then-President of 
International Longshoreman Warehouse Union, pleaded to the Commission 
not to vote for the item. It was a big error and he regretted that we couldn't 
have found one more vote at the time. He encouraged staff to move forward 
and do whatever they can to get the clearance issue resolved. It would be 
useful to the Port. 

Peter Dailey indicated that he'd like to take the lead on this working group and 
perhaps enlist some of the people that came here tonight to work with Port 
staff along with the Port of Redwood City. This isn't just a city issue. We need 
to facilitate this conversation with all the parties in the room as opposed to 
one on one which everybody tends to point at the guy who's not there. We will 
put together this task force and we'll report regularly to the Commission and 
we will look aggressively for any pots of money that are made available to us. 

Commissioner Brandon indicated that although she's been on the 
Commission for a long time, she was not here in 1995 and was not one of the 
three Commissioners who voted for this item. The Commission support 
making this happen however they can and she's looking forward to the next 
steps to figure out how they can help. 

B. Request approval of Second Amendment to San Francisco Bay Railroad, Inc. 
Lease No. 14397 for space at the Port's railvard located at 100 Cargo Way 
(Resolution No. 09-17) and First Amendment to San Francisco Bay Railroad. 
Inc. Lease No. 14502 for locomotives 23 and 25. (Resolution No. 09-18) 

Peter Dailey, Deputy Director of Maritime, indicated that this item has to do 
with amending a lease that was approved by the Port Commission in January 
2008 as well as a locomotive lease that was approved by the Port 
Commission at the same time. San Francisco Bay Railroad, previously known 

M03242009 

-19- 



as LB Rail Co., has an existing 1 1 -year lease with the Port dating back to 
January 2008. SF Bay Rail has been active in various Port Advisory groups 
and has worked actively with Port staff to market intermodal economic 
activities. Their core business has been to move contaminated soils in 
containers and gondola cars from various San Francisco construction projects 
by rail to a landfill in Utah. Additionally the tenant runs the Port's rail yard and 
assists with the Port's maritime customers with intermodal cargo movement in 
and out of our cargo terminals. They facilitate movement of rail cars carrying 
steel, structural wood piers, aggregate and other materials for interchange 
with the mainline railroad which is Union Pacific Railroad. 

The lease that was approved in January 2008 called for SF Bay Railroad to 
perform certain tenant improvements by December 1, 2008 including 
construction of a Federal Rail Administration (FRA) compliant locomotive 
inspection facility, construction of a biodiesel transloading facility, and to apply 
to the Bay Area Air Quality Management District for a Carl Moyer grant to 
purchase and install a new hybrid industrial rail switch locomotive. 

Port staff recommends that these deliverables be modified to take into 
account various factors. SF Bay Railroad has constructed an interim 
inspection pit that meets FRA standards, but they have asked for more time 
from the Port to complete a more robust inspection pit that would include 150 
feet of rail track, new rail switching apparatus, and will be monetarily equal to 
the amount that they were committed to spend on the original amendment. 

Port staff are amenable to extending this deadline for two years and have 
added a clause that if the tenant fails to meet this new deadline, it will result in 
a 10% annual increase in rent and wharfage payments. Port staff worked 
closely with the tenant and they are well along with these new plans. Port 
staff have reviewed them initially and it looks like it would actually be a better 
infrastructure improvement for the Port than the original plan. 

Secondly, the biodiesel transloading facility is now more uncertain due to 
current market conditions and a potential local bio fuel production facility 
nearby. In lieu of this infrastructure improvement, the tenant will enhance the 
locomotive inspection pit to a degree of approximate equal value of the prior 
envisioned transload facility. All those improvements were approximately 
$200,000.00 so the dollar amount of the original intended lease is the same. 
The specifics of the infrastructure improvements are changed slightly. 

In terms of the Bay Area Air Quality Management District grant, the Carl 
Moyer grant, the tenant has advised that it has not met this deadline because 
it is not eligible due to a 20,000 gallon annual consumption level required by 
the Air Board in order to get funding for a new hybrid rail switch locomotive. 
Hopefully we can attain that consumption level as we get more business, but 
at current levels we do not get near it. Port staff are amenable to revise this 
requirement and that the tenant must apply when they reach those 
consumption levels. 

M03242009 

-20- 



The rail yard lease also required the tenant to convert its yard equipment and 
engines to operate on B20 biodiesel by March 2009 and B100 biodiesel by 
March 2010. State regulations setting new emissions standards for mobile 
cargo handling equipment at ports and rail yards enacted subsequent to the 
effective date of the lease require it to refit and replace its yard equipment 
and engines. Instead of the blends specified in the original lease, the tenant 
proposes to use the highest biodiesel blend consistent with the 
manufacturer's warranty for biodiesel use in the new equipment, which in 
some cases would be as low as B5 biodiesel. We believe that this request is 
reasonable and will result in overall improvement to the air quality. 

Port staff and tenant now desire to amend the lease for the rail yard to 
address the issues discussed above and to document that instead of a Letter 
for Credit in the amount of $100,000.00 that is called for in the lease, the 
tenant has provided cash in the same amount and for the same purpose. 
Additionally, since we are recommending this amendment, all new indemnity 
provisions and new city and port requirements that have come into play since 
the adoption of the subsequent lease will be put into this lease. 

Lastly, the locomotive lease requires the tenant to convert the locomotives, 
which the Port owns and they operate, on B20 biodiesel fuel by March 2009 
and to operate B100 no later than March of 2010, regardless of whether the 
locomotives are operational at the time of the required conversion. 

San Francisco Bay Railroad has done a lot of work with the California Air 
Resources Board and has done a lot of testing of our locomotives. Through 
this testing by the Air Board, they have determined that B50 biodiesel blend is 
the optimum fuel for these locomotives, reduce the emissions the greatest 
amount. Based on tenant's tests of different blends under working conditions 
and improvements in air quality from the use of B50 biodiesel, Port staff agree 
that we should revise the locomotives lease to require use of B50. 

Port staff recommend that the Port Commission approve the second 
amendment of Lease No. 14397 and the first amendment to Lease No. 14502 
with the San Francisco Bay Railroad, Inc. These amendments update and 
improve the infrastructure and operational aspects of the agreements and 
also include all new City requirements enacted since the original agreements 
were approved including improved indemnification language. 

David Gavrich, San Francisco Bay Railroad, indicated they called the 
California Air Resources Board because they didn't have any data on the 
effectiveness of biodiesel in locomotives. It didn't exist in the body of research 
on alternative fuels. The Air Board staff were thrilled to come in and brought 
in about a million dollars worth of test equipment. They spent about a month 
at the rail yard off Cargo Way. They spent a lot of time and effort to do the 
testing and reporting at the Port of San Francisco because the data could be 
used not just around the state or the country, but around the world for 
operators of older locomotives. The report that they produced shows actual 

M03242009 

-21- 



data under different operating conditions using normal diesel, 20% biodiesel, 
50% and 100% biodiesel can now be used by other railroads similar to ours 
around the world. He acknowledged the cooperation they received from Port 
staff and their commitment to enhancing the environment. They are the first 
biodiesel railroad in the world and proud of it. 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-17 and 09-18 were approved. 

REAL ESTATE 

A. Request approval of a Proposed Agreement for a Construction Materials 
Recycling Center at Seawall Lot 352 at Amador Street between the Port and 
Sustainable Crushing Ventures. LLC. (Resolution No. 09-21 ) 

Brad Benson, Special Projects Manager, provided the Commission brief 
background information of the proposed agreement and the approvals 
obtained thus far. This is about construction materials recycling facility for the 
Port's backlands in the southern waterfront. It's the result of a request for 
proposals that the Commission authorized in early 2008. He showed a map of 
the proposed location for the construction materials recycling facility. It's also 
the location of the existing stock pile left by a prior Port tenant, which is 
120,000 tons of mixed concrete and asphalt debris. Over the past year, Port 
staff negotiated the following three-part agreement with Raisch Products, Inc. 
and San Francisco Recycling and Disposal: (1) a services contract to process 
the existing stock pile abandoned at the site into fill material for use or sale by 
the Port; (2) a five-year lease with a five-year extension option for an 
operating area of 6.75 acres for the recycling facility and a buffer area around 
it for stormwater management and landscaping improvements; and (3) an 
optional construction contract which would be subject to the Port 
Commission's later approval to actually place those fill products on the 
broader backlands area as part of a backlands improvement project. 

He showed a map of the initial premises for the facility. The premises will 
change after the existing stockpile is crushed and the lease premises will be 
rationalized. The last time this item was presented to the Commission, there 
were approvals that were needed for the project to move ahead. Port staff 
presented this item to the Southern Waterfront Advisory Committee on 
February 25, 2009. It was the third Port staff visit to SWAC on this project. 
They indicated support for the project. Port staff have been consulting with 
the Department of Public Health about the permits required for this facility. 
DPH determined on March 2, 2009 that it didn't need to issue a permit under 
State guidelines for this type of facility. In the future, if Port staff submit to the 
Commission a proposal to authorize expanded recycling operations, DPH 
would need to issue a permit. 



M03242009 

-22- 



On March 5, 2009, Port staff notified the Planning Department that we would 
be relying on the existing General Rule Exclusion that was issued by the 
Planning Department to the Port in January of 2009. Since the allowed use by 
the existing tenant continues the prior use under the former tenant without 
any substantial physical changes to the site or substantial intensification of 
the use, the Port Commission's approval of the lease is within the Port's 
General Rule Exclusion. No CEQA analysis is therefore required. 

The Human Rights Commission have established a goal of 10% participation 
for the cash value of the services contract or a little over $60,000.00. The 
team of Raisch and San Francisco Recycling and Disposal has presented a 
credible plan to meet those goals. HRC would set goals for any future 
construction contracts contemplated by the agreement at a later date. T£e 
Port has reviewed the joint venture agreement between the two parties. 
They're creating Sustainable Crushing Ventures, LLC and will be filing their 
articles of incorporation with the California Secretary of State. 

There are some forthcoming actions that are not required in advance of the 
Port Commission consideration of this item. The Port commented on a very 
detailed operations and business plan prepared by Sustainable Crushing 
Ventures. Raisch and NorCal have accepted the Port's comments. Our focus 
has been primarily on dust control. They have a good system to control dust 
at the site and we're focused on any dust that might occur from vehicle traffic 
entering, exiting and running through the site. They'll be participating in the 
street sweeping program in that area of the waterfront along the Amador 
Street Extension. 

They're preparing stormwater and site beautification plans. We got an 
opportunity to see for the first time the engineering plans for the site. They've 
done a very good job and we'll all be happy with the landscaping proposed for 
the area, which is subject to the Executive Director's approval. 

If the Port Commission approves this item, the services contract will become 
effective upon approval by the Purchaser. Port staff will forward the 
agreement to the Board of Supervisors for its consideration in April or May. 
Thereafter, the Port Commission and the Regional Water Quality Control 
Board would review the backlands improvement project to determine if the 
optional construction contract is the way to go. 

Mr. Benson thanked all the Port Staff and City Attorney Staff who have 
worked on this project. Mr. Benson also introduced Doug Raisch from Raisch 
Products and Maurice Quillen, General Manager of Golden Gate Recycling 
and Disposal. 

ACTION: Commissioner Brandon moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-21 was approved. 

M03242009 

-23- 



10. PLANNING & DEVELOPMENT 

A. Request approval for award of contract to Treadwell & Rollo, Inc., for 

Environmental Investigation within the Pier 70 Master Plan Area, located east 
of Illinois Street between Mariposa and 22 nd Streets, in the amount of ~~ 
$1 ,249,802, with a three-year term and option to renew for up to two 
additional years. (Resolution No. 09-19 ) 

Carol Bach, Environmental and Regulatory Affairs Manager, requested Port 
Commission's authorization to award a contract for environmental 
investigation, risk assessment and risk management planning services to 
Treadwell and Rollo in the amount of $1,249,802.00. Port staff made an 
informational presentation to the Commission in April 2008 about the 
opportunity for the Port to seek funding from the Department of Defense to 
fund environmental investigation and remediation at Pier 70 and about the 
value that that information would be to the Port's efforts to reuse and solicit 
new development at Pier 70. 

In May 2008, the Commission authorized staff to apply for, accept and 
expend funds to be administered through the Department of Commerce 
Economic Development Administration and the Commission further 
authorized staff to issue an RFP for the first phase of work to be conducted 
which is the environmental investigation, risk assessment and risk 
management planning services. 

The Port formally applied for the grant from the Economic Development 
Administration (EDA) in June and received a notice of award from EDA in 
September 2008. EDA reviewed and approved the Port's RFP which is one of 
the requirements of their grant. At the end of October, EDA gave the Port 
approval to issue the RFP. Port staff advertised the RFP in November 2008. 
The EDA funds had numerous federal contracting requirements, which 
include a prohibition on use of any preferences or subcontracting goals based 
on geography. The Port was not able to implement the City's local business 
enterprise program in conjunction with this contract. 

The Federal regulations do require, with respect to small minority and 
woman-owned business enterprise, those grantees such as the Port and the 
contractors and subcontractors of grantees must structure contracts, establish 
schedules, and advertise in a way that promotes the participation by small 
minority and woman-owned businesses. The Port advertised the RFP in 
compliance with its own contracting procedures as well as the Federal 
regulations and our efforts included outreach to small business development 
organizations and publication of an RFP announcement in several local 
publications. Thirty four firms attended the pre-proposal meeting on 
December 17, 2008 and six firms submitted proposals on January 12, 2009. 
One firm was deemed nonresponsive because they failed to comply with one 
of the RFP criteria which was to include in their proposal a one-page 
document describing their compliance with the Federal small minority and 

M03242009 

-24- 



woman-owned business outreach requirements. Another proposer voluntarily 
withdrew its proposal when it deemed that it could not resolve a potential 
conflict of interest with the Port. 

Proposals were reviewed by a four-person panel of experts with experience in 
environmental and geotechnical site characterization. They independently 
scored the written proposals and met on January 23, 2009 to review that 
scoring and discuss interview questions. All four remaining responsive 
proposers were interviewed by the panel on January 30, 2009 with the Port's 
contract manager and project manager facilitating. The panelists 
independently scored and ranked the firms based on what they heard in the 
oral interviews. 

Scores on the written proposals weighted 60% and on the oral interviews 
weighted 40% were combined into a total score and final ranking. Based on 
that evaluation, the panel recommended Treadwell and Rollo as the most 
qualified proposer. In accordance with the RFP, sealed fee proposals were 
submitted with each proposal and those were reviewed for responsiveness by 
the Contract's Manager but they were not provided to the evaluation panel. 
The panel's evaluation was based on qualifications only. 

The proposed level of effort that the six different firms who submitted 
proposals considered necessary to accomplish the tasks as they were 
outlined in the RFP varied widely and as a result their total project cost 
estimates varied widely as well. Comparison of the hourly billable rates for 
staff in different job classifications offered the Port the closest we could get to 
a comparable comparison independent of this wide variation in interpretation 
of scope. 

As a result of that comparison, Port staff negotiated a fee schedule with 
Treadwell and Rollo based on reduced labor rates that resulted in a total 
project cost of $1 ,249,802.00 which is slightly less than the average cost of all 
six proposals received. Treadwell and Rollo's team includes participation by 
small, minority and woman-owned businesses. Overall, small business 
participation comprises 34.4% of the total contract value, minority-owned 
business participation is 9.6%, and woman-owned business participation is 
3.5%. 

The EDA has reviewed and approved the Port's procurement process and 
price analysis which is also a requirement of the grant. With the Port 
Commission's authorization to award the contract and the Civil Service 
Commission's approval of a modified contract amount and duration, both of 
which have increased since we first went to the Civil Service Commission in 
April of last year, we would award the contract to Treadwell and Rollo who is 
prepared to begin work immediately. With timely review by the assigned 
regulatory agency, we would hope to have an approved work plan and be 
able to begin field work by July 2009. 

M03242009 

-25- 



On that schedule we would be getting data back from the laboratories in the 
fall through the end of this calendar year and we would be able to have a final 
site investigation report including the Human Health Risk Assessment and the 
Ecological Risk Assessment by March or April of next year. 

After the data collection and site investigation report, Treadwell and Rollo will 
undertake the feasibility study which will look at potential remedial alternatives 
based on the findings of the site investigation and also the risk management 
planning which will define how any existing environmental contamination 
could be managed before, during and after redevelopment at Pier 70. 

ACTION: Commissioner moved Hardeman approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-19 was approved. 

B. Request authorization to file application to amend the San Francisco Bay 
Conservation and Development Commission San Francisco Waterfront 
Special Area Plan in connection with the Exploratorium Project at Piers 15/17 
on The Embarcadero at Green Street. (Resolution No. 09-20 ) 

Jennifer Sobol, Project Manager, Planning and Development, indicated that 
she's happy to report that we're moving along very quickly on the 
Exploratorium project. She requested the Commission to authorize the 
Executive Director to sign and file an application for the special area plan 
amendment. The special area plan is a document that contains the BCDC's 
policies for the San Francisco waterfront and it aligns with the Waterfront 
Land Use Plan. 

One of the requirements in the special area plan for Piers 15 and 17 requires 
removal of the valley asphalt paving between Pier 15 and 17, removal of the 
connector building between the two piers and removal of the non-historic 
shed additions that were added to each pier shed in the 1950s. The plan calls 
for removal of all of that area. The site plan proposed by the Exploratorium is 
to remove a lot of the asphalt, all of the blue area in between the piers. It will 
expose the water, so there will be a water lagoon between the piers but the 
shed additions would remain so that they could be utilized by the museum 
and the connector building at the east end, while it would be removed, the 
Exploratorium is proposing to build a new observatory building on the site. 

Port staff are currently negotiating with BCDC for approval of this site plan. If 
approved, we would need to amend the special area plan so that the project 
conforms with the plan. We'll also need to make amendments to the 
Waterfront Land Use Plan. Ms. Sobol requested the Port Commission to 
authorize the Executive Director, as the co-applicant with the Exploratorium, 
to file this application. Staff will be meeting with BCDC tomorrow and the next 
couple of weeks to work on the application. The application is subject to 
review and approval by the Port; and any conditions that are imposed by 
BCDC would also be subject to the Port's review and approval. 

M03242009 

-26- 



Commissioner Hardeman asked if and when the valley is removed, would that 
be credited as open space that we've torn down or will they count as removal. 

Jennifer Sobol replied that it counts as removal and BCDC is focused on 
removing fill and creating maximum feasible public access. We are 
negotiating what that calculation will be because we are removing some fill. 
Other fill that's not being removed are being converted to public access and 
we're trying to get credit for that. This is part of the negotiation, the difference 
between what's required to be removed and what's actually being removed. 
BCDC would want it mitigated elsewhere. We are also looking at other Port 
properties such as dilapidated properties in the southern waterfront that might 
have to be removed to meet this obligation. This is all part of the negotiations 
that are currently underway. The calculation has not been finalized. 

ACTION: Commissioner Lazarus moved approval; Commissioner Shakofsky 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-20 was approved. 

11. NEW BUSINESS /AGENDA SETTING 

Executive Director Monique Moyer indicated that we only have one meeting in April 
and it's on April 28. There are some interesting items for that meeting; one of 
which is related to the sediment contamination around the Potrero Power Plant 
specifically as it relates to Port property. We expect to have representatives from 
PG&E and the Regional Water Quality Control Board at that meeting as well as a 
broad turnout of people. We're also bringing forward a lease for Lou's Blues in 
Fisherman's Wharf. Lou has opened up another place in North Beach off 
Washington Square Park. Lou's Blues was acquired some time ago by Glen Myers 
and Don Tarantino. Their lease is expiring and they have made a proposal to the 
Port on how to extend the term of their lease in exchange for some major 
improvements. 

Ms. Moyer noted that the Memorandum of Understanding with MTA that David 
Gavrich referenced earlier is also on the calendar as well as an update for the 
Foreign Trade Zone. The public parking lot for the public boat ramp at Pier 52 
might be a bit contentious. It is immediately across from the Gap Headquarters 
Building and it has been overcome by commuters searching for free parking. Port 
staff are working hard to craft a plan that can accommodate unknown boaters and 
restrict commuter and/or AT&T ballpark parking. There are lots of concerns about 
how that can be done particularly on day games which is when we have the most 
problems. She expects that there will be a lot of speakers for that item as well. 

12. PUBLIC COMMENT 

Susan Phelan, representing the Hunter's Point Mariposa Yacht Club, introduced 
herself to the Commission because a lot of people don't know the club exists and 
don't know who and what they do. Last year when the San Francisco City Streets 
was held, they did not receive any notification. It was one of the police officers who 

M03242009 

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is a member of the club that informed them that the streets will be closed. They 
had to send a last minute email to their members. This year, she received 
notification because she started attending the Mission Bay CAC meetings. They 
would like to participate in the Sunday Streets event and would like to know who to 
contact. They are looking forward to participating with the Port on this and other 
events. 

Commissioner Hardeman requested that the Port Commission Secretary or Port 
Executive Director send a letter to Derek Green, Archie Green's son, at IBEW 
Local 6, extending the Port's condolences and informing him that the Port 
Commission closed the meeting in his father's memory. 

13. COMMUNICATIONS 

14. ADJOURNMENT 

ACTION: Commissioner Lazarus moved approval to adjourn the meeting; 
Commissioner Hardeman seconded the motion. All of the Commissioners were in 
favor. 

The Commission adjourned the meeting in memory of Archie Green. 

Commission President Fong adjourned the meeting at 5:10 p.m. 



M03242009 

-28- 



SAN FRANCISCO PORT COMMISSION 

Rodney Fong, President 

Stephanie Shakofsky, Vice President 

Kimberly Brandon, Commissioner 

Michael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

Monique Moyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 

AGENDA 

TUESDAY, APRIL 28, 2009 

2:00 P.M. CLOSED SESSION 

3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA 94111 

The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfport. com . 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 

1 . CALL TO ORDER / ROLL CALL GOVERNMENT 

DOCUMENTS DEPT 

2. APPROVAL OF MINUTES - March 24, 2009 

APR 2 4 2009 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

SAN FRANCISCO 

4. EXECUTIVE SESSION PUBLIC LIBRARY 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1) CONFERENCE WITH REAL PROPERTY NEGOTIATOR -This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-City/Port representative.* 

a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 



A04282009 



-1- 



generally by China Basin, the San Francisco Bay, Mission Rock 

Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 

Development 

" Negotiating Parties : 

(1) SWL 337 Associates, LLC consisting of San Francisco Giants, 

Wilson Meany Sullivan, Kenwood Investments, The Cordish 

Company, Stockbridge Capital, Farallon Capital Management, LLC 

Under Negotiations: Price Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 
China Basin Park, and Pier 48. In this executive session, the Port 
intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report 

• Closure of 2009 Salmon Fishing Season 

• Piers 1 V2, 3 and 5 - San Francisco Architectural Heritage Award for the 
Best San Francisco Rehabilitation Project in 2008 - March 27, 2009 

• Port of San Francisco - Recipient of the California Preservation 
Foundation's 2009 President's Award in recognition of the Embarcadero 
National Register Historic District - April 17, 2009 

• Waterbar and Epic Roasthouse at Rincon Park - Business Times Real 
Estate Deals of the Year Award, Best New Restaurant Winner 

A04282009 

-2- 



• La Mar Restaurant at Pier YA - Travel and Leisure Magazine Best New 
Restaurant Winner 

• Port Parking Meter Pilot Project Installation - April 21 through June 2, 
2009 

• Sunday Streets - April 26, 2009 and May 10, 2009 

8. CONSENT 

A. Accept report on the Port's Contracting Activity Quarterly Report - Fiscal Year 
2008/09; Third Quarter Period January 1, 2009 through March 31, 2009. 

B. Request authorization to accept and expend $1 .8 million in Federal economic 
stimulus funds from the State Water Resources Control Board to fund utility 
infrastructure improvements at the Pier 45 Fish Processing facility that were 
originally funded through Proposition 40, Clean Beaches Initiative grant funds. 
(Resolution No. 09-22) 

9. MARITIME 

A. Informational presentation regarding environmental investigations conducted 
by Pacific Gas & Electric, Inc. in the vicinity of the Potrero Power Plant, South 
of Pier 70. 

B. Informational presentation on Current and Proposed Port Applications for 
Funding from the American Recovery and Reinvestment Act. 

10. ENGINEERING 

A. Request approval of award of contract to Coast & Harbor Engineering for 
design and engineering services of the Mission Bay Shoreline Protection 
Project at Bayfront Park in the amount not to exceed $355,026 plus a ten 
percent contingency amount of $35,503, for a total contract authorization of 
$390,529. (Resolution No. 09-23) 

1 1 . PLANNING & DEVELOPMENT 

A. Informational presentation regarding the implementation of parking 

restrictions and installation of parking meters within the Port's Pier 52 Public 
Boat Launch Parking Lot, located on Terry Francois Boulevard. 

12. NEW BUSINESS /AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational presentation by Public Utilities Commission staff on North 
Shore Force Main Sewer Improvement Project including Seawall Lot 351 
located at Washington Street at Embarcadero (May 12, 2009) 

A04282009 

-3- 



Informational presentation regarding Lease No. L-14630 with D & G 
Company, a California Limited Liability Corporation, doing business as 
Lou's Pier 47 on Jefferson Street for a term of fifteen years and 
accompanying Sidewalk Encroachment Permit and Revocable License to 
use Property No. 14651 located at 300 Jefferson Street for a month-to- 
month term (May 12, 2009) 

Informational presentation on the Port's Proposed Capital Program, 
Revenue Bond and Implementation Plan (May 12, 2009) 
Request approval (1) to award the SWL 337 development opportunity to 
Seawall Lot 337 Associates, LLC; and (2) to authorize exclusive 
negotiations for a mixed-use development project at SWL 337 and Pier 48 
(May 12, 2009) 

Request authorization to enter into a Memorandum of Understanding with 
the San Francisco Municipal Transportation Agency for the Port of San 
Francisco to relinquish its rights to cargo freight rail service north of Cesar 
Chavez along Illinois Street (May 26, 2009) 

Request approval of amendment to Lease No. L-12540 with SF Recycling 
and Disposal at Pier 96 (May 26, 2009) 

Request approval of Self-Operation and Maintenance of Foreign Trade 
Zone (May 26, 2009) 

Request authorization to award approximately three As-Needed 
Engineering and Related Professional Services contracts, at $1.5 million 
each, totaling $4.5 million (May 26, 2009) 

Request authorization to advertise As-Needed Environmental Professional 
Engineering Services (May 26, 2009) 

Request approval of the Port's Interim Leasing Policy (May 26, 2009) 
Update on the Port's 2008 Clean and Safe Neighborhood Parks General 
Obligation Bond Program (June 9, 2009) 

Informational presentation on the Fiscal Year 2009-10 Monthly Rental Rate 
Schedule, Monthly Parking Stall Rates, and Special Event and Filming 
Rates (June 9, 2009) 

Request approval of Lease No. L-14630 with D & G Company, a California 
Limited Liability Corporation, doing business as Lou's Pier 47 for a term of 
fifteen years and accompanying Sidewalk Encroachment Permit and 
Revocable License to use Property No. 14651 for a month-to-month term 
(June 9, 2009) 

Request authorization to advertise for competitive bids for the ADA 
Upgrades Project at 401 Terry Francois Boulevard (June 9, 2009) 
Informational presentation on June 2009 Draft Preferred Master Plan for 
Pier 70 (July 14, 2009) 

Informational presentation update on the Port's Facility Assessment 
Program (July 14, 2009) 

Request adoption of the required California Environmental Quality Act 
Findings and the Mitigation Monitoring and Reporting Program in 
connection with the lease, development and historic rehabilitation of Piers 
15 and 17 by The Exploratorium, a California not-for-profit corporation (July 
14, 2009) 



A04282009 



• Request approval of the Lease Disposition and Development Agreement, 
Lease and Parking Agreement with The Exploratorium, a California not-for- 
profit corporation; request approval of the Tripartite Agreement with 
Baydelta Maritime, Inc. and The Exploratorium for relocation of Baydelta 
Maritime Inc.'s operations from Pier 15 to Pier 17; request approval of 
Schematic Drawings and of Amendments to the Waterfront Land Use Plan 
(July 14, 2009) 

• Request approval of the Fiscal Year 2009-1 Monthly Rental Rate 
Schedule, Monthly Parking Stall Rates, and Special Event and Filming 
Rates (July 14, 2009) 

• Request authorization to award two (2) three-year leases for surface 
parking: Bid Opportunity A: Seawall Lot 301 commonly known as the 
Triangle Parking Lot, bounded by Taylor Street, Jefferson Street, and 
Powell Street and SWL 314 bounded by the Embarcadero, Bay Street, and 
Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 bounded by 
Front Street and Broadway, SWL 323 bounded by Davis Street and the 
Embarcadero, SWL 321 bounded by Front Street, Green Street and the 
Embarcadero and SWL 324 bounded by Davis Street, Front Street and the 
Embarcadero, all located in the northern waterfront (July 14, 2009) 

• Request authorization to advertise a Request for Proposals (RFP) soliciting 
Structural, Civil and Marine Engineering Design Services for the Pier 43 
Promenade Project (July 14, 2009) 

• Request authorization for the Executive Director to execute Amendment 
One to the Transit Shelter Advertising Agreement with Clear Channel 
Outdoor, Inc. and the San Francisco Municipal Transportation Agency (July 
14,2009) 

• Request approval of Lease L-14646 with San Francisco Soccer, a non- 
profit corporation, for a term of two years for premises located at the valley 
of Pier 27-29 (Date to be determined) 

• Request authorization to award Pier 45 drainage improvements project 
(Date to be determined) 

13. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

14. COMMUNICATIONS 

Communications to the Port Commission from March 20 to April 23, 2009: 

A04282009 



From Port staff, regarding Seawall Lot 337 

From Bay Planning Coalition, invitation to the 22 nd Annual San Francisco Bay 

Decisionmakers Conference on April 22, 2009 at the Oakland Marriott City 

Center 

From Port staff, letter of condolence to Oakland Chief of Police Howard Jordan, 

for the four fallen Oakland Police Officers 

From Port staff, letter of condolence to Derek Green, for the passing of his 

father and historian, Archie Green 

From San Francisco Architectural Heritage, invitation to the Soiree 2009 at the 

Herbst Pavilion at Fort Mason Center on April 18, 2009 

From the Potrero Boosters Neighborhood Association, copy of The Potrero 

Community Voice Newsletter 

From Port staff, memorandum regarding Rescission of Categorical Exemption 

for First Amendment to Lease No. L-1 2090 with Darling International, Inc. 

From Port staff, copy of a letter to Assemblymember Anna Marie Caballero, 

regarding AB 1176 

From Kevin Wong, ABC Parking, regarding Bid Opportunity for Lease of 

Surface Parking Lots 

From Sam Tadesse and Behailu Mekbib, Pacific Park Management, regarding 

Bid Opportunity for Lease of Surface Parking Lots 

From Jack Scott, Port tenant, regarding rent increase 



15. ADJOURNMENT 



A04282009 



MAY/JUNE 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 



DATE 


TIME 


May 12 


2:00 p.m. 




3:15 p.m. 


May 26 


2:00 p.m. 




3:15 p.m. 


June 9 


2:00 p.m. 




3:15 p.m. 


NOTES: 





GROUP 
Closed Session/Port Commission 
Open Session 

Closed Session/Port Commission 
Open Session 

Closed Session/Port Commission 
Open Session 



LOCATION 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nerney@sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a quarterly basis, on the third 
Thursday of the month, from 11:30 a.m. to 1:00 p.m. @ Pier 1. Contact Jim Maloney @ 274- 
0519 orjim.maloney@sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEWAG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jonathan Stern @ 274-0545 or jonathan.stern@sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1. Contact Mark Paez @ 705-8674 or mark.paez@sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre@sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1. Contact Dan 
Hodapp @ 274-0625 or dan.hodapp@sfport.com 



A04282009 



-7- 



ACCESSIBLE MEETING INFORMATION 

EMBARCADERO ELEVATOR TO BE CLOSED - MAY 4, 2009 TO AUGUST 2009 

Please be advised that on Monday, May 4, 2009, BART will close the Embarcadero 
BART Station street-level elevator in order to replace the structure which houses 
the elevator entrance on the street level. The elevator will be shut down for 
approximately 3-1/2 months during this construction-until August 2009. People 
who rely on the elevators to enter and exit at Embarcadero should exit at 
Montgomery Station during this period. 

ALTERNATIVES TO EMBARCADERO: 

While the Embarcadero Street Elevator is closed, BART and Muni riders should exit the 
systems at Montgomery Street BART/Muni Station. 

The Montgomery Station elevator is located on Market and Sutter, approximately 3-1/2 
blocks from the location of the Embarcadero Station street elevator. If riders are unable 
to proceed from Montgomery under their own power, they can take any one of the 
following Muni lines which stop on Market Street near both Embarcadero and 
Montgomery: 

2 - Clement 
7 - Haight 
21 -- Hayes 
31 -- Balboa 

For information about the project or transit alternatives, contact the following: 

BART Transit Information 

(415) 989-BART / (925) 676-BART / (510) 465-BART 

TTY (510) 839-2220 

San Francisco 311 Customer Service Center 
31 1 / (41 5) 701-231 1 / TTY (41 5) 701-2323 

You can also visit BART online: www.bart.gov or www.sfmta.com . 

If you need additional transportation planning assistance or would like information about 
paratransit during this project, call BART Accessible Services at (510) 464-6184 or Muni 
Accessible Services at (415) 701-4485 /TTY (415) 701-4730. 



A04282009 

-8- 



FERRY BUILDING: 

The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142.Th e nearest accessible parking is provided in the following off-street pay lots: 

A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A04282009 

-9- 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 

A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf@sfqov.org . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 

The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and report 
lobbying activity. For more information about the Lobbyist Ordinance, please contact 
the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San Francisco, CA 
94102, phone (415) 581-2300 or fax (415) 581-2317; web site: www.sfqov.org/ethics . 



A04282009 

-10- 



SAN FRANCISCO 
PORT COMMISSION 



APRIL 28, 2009 
MINUTES OF THE MEETING 



GOVERNMENT 
DOCUMENTS DEPT 

- 8 2009 



SAN FRANCISCO 
PUBLIC LIBRARY 



MEMBERS, PORT COMMISSION 

HON. RODNEY FONG, PRESIDENT 

HON. STEPHANIE SHAKOFSKY, VICE PRESIDENT 

HON. KIMBERLY BRANDON 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
APRIL 28, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Rodney Fong called the meeting to order at 2:03 p.m. The 
following Commissioners were present: Rodney Fong, Stephanie Shakofsky, 
Kimberly Brandon, Michael Hardeman and Ann Lazarus. 

2. APPROVAL OF MINUTES - March 24, 2009 

ACTION: Commissioner Lazarus moved approval; Commissioner Shakofsky 
seconded the motion. All of the Commissioners were in favor; the minutes of the 
March 24, 2009 were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

ACTION: Commissioner Lazarus moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. 

At 2:05 p.m., the Port Commission withdrew to executive session to discuss 
the following: 

(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-Citv/Port representative.* 

a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 
Development 
* Negotiating Parties : 



M04282009 



(1) SWL 337 Associates, LLC consisting of San Francisco Giants, 
Wilson Meany Sullivan, Kenwood Investments, The Cordish 
Company, Stockbridge Capital, Farallon Capital Management, LLC 

Under Negotiations: Price Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 
China Basin Park, and Pier 48. In this executive session, the Port 
intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 

At 3:30 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Shakofsky made a motion to adjourn executive session 
and reconvene in open session; Commissioner Lazarus seconded the motion. All 
of the Commissioners were in favor. 

ACTION: Commissioner Shakofsky made a motion to not disclose any information 
discussed in executive session; Commissioner Lazarus seconded the motion. All 
of the Commissioners were in favor. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report: Executive Director Monique Moyer reported the 
following: 

• Closure of 2009 Salmon Fishing Season - For the second year in a row, 
last week the commercial and recreational salmon seasons were shut 
down by the State in an effort to protect the salmon. The potential damage 
is estimated at $279 million throughout the State and 2,690 California jobs 
are likely impacted by the closure of the salmon season. Last year, 
Governor Schwarzenegger was successful in getting federal assistance in 
the amount of $120 million to help fishermen throughout the State. He has 
again declared a state of emergency for the 2009 salmon season and is 

M04282009 



M04282009 



again seeking federal disaster assistance. Thanks to the Maritime staff, 
we took a look at what's been happening to the salmon fishermen 
throughout the State. Two decades ago, the West Coast Commercial 
Salmon Fishing Fleet numbered approximately 4,000 boats. Now, there 
are only 400 boats left throughout the State, which is a 90% decrease. We 
estimate that the commercial fishermen could lose approximately 70-80% 
of their annual income as a result of this closure. Unfortunately, in today's 
paper, there was also an article suggesting that at the June meeting of the 
California Fish and Game, they will also vote to close the herring season 
for the December 2009 to March 2010 season which will have a multiplier 
effect. There are approximately 120 commercial fishing boats berthed at 
Fisherman's Wharf; 60 of those are salmon fishermen. Only 15 have been 
able to attempt to seek other fisheries which includes black cod and tuna. 
The other 45 are not fishing at all. We will pay particular attention to this 
issue and see if there is anything we can do to help win some federal 
assistance for this desperate industry. 

Piers VA. 3 and 5 - San Francisco Architectural Heritage Award for the 
Best San Francisco Rehabilitation Project in 2008 - March 27, 2009 - 
Mark Paez, the Port's Historic Preservation Consultant/Specialist, 
indicated that he handed the Commission two well-deserved awards that 
the Port received. The first was to the San Francisco Waterfront Partners. 
They received the award on March 27, 2009 from the San Francisco 
Architectural Heritage for the Piers VA, 3 and 5 project. This award was 
for excellence in rehabilitation and adaptive reuse. The ceremony at which 
they received the award was part of a Heritage Symposium held on the 
topic of Proposition J. This was a voter initiative that passed in November 
2008 to create a San Francisco Historic Preservation Commission. 
Awards were also given to former President of the Board of Supervisors, 
Aaron Peskin, for his leadership in the passage of Prop J and for his 
ongoing efforts to implement it. Two projects were also included: 74 and 
138 New Montgomery Street for excellence in adaptive reuse and design. 

Port of San Francisco - Recipient of the California Preservation 
Foundation's 2009 President's Award in recognition of the Embarcadero 
National Register Historic District - April 17, 2009 - The California 
Preservation Foundation's President's Award is one of seven awards that 
were granted this year. The Port is a recipient of the Foundation's 2009 
President's Award in recognition of the Embarcadero National Register 
Historic District, the district being the largest assemblage of Port 
structures in the country. The Port was honored for its extraordinary vision 
and stewardship for the 2006 creation of the district and for providing 
incentives to guide the rehabilitation of these irreplaceable assets. He 
attended the awards ceremony and received the award on behalf of the 
Port at the Foundation's 34 th annual conference on April 17, 2009 in Palm 
Springs. 



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M04282009 



Ms. Moyer thanked and congratulated Mark Paez and also to a 
tremendous amount of Port staff particularly in the Planning and 
Development Division and the Department of City Planning and a number 
of our friends, constituents and developers who helped the Port get to 
where it is today. 

Waterbar and Epic Roasthouse at Rincon Point - Business Times Real 
Estate Deals of the Year Award, Best New Restaurant Winner - The 
Waterbar and Epic Roasthouse Restaurants at Rincon Point which were 
developed by JMA Waterfront Properties and are upgraded by Pat Kuleto 
Restaurants have been named the Best Real Estate Deal of 2008 by San 
Francisco Business Times which brings the number of Port properties that 
have won this award in this decade to three starting with the ballpark, the 
Ferry Building and now Waterbar and Epic. Piers IY2, 3 and 5 have won 
best rehabilitation project. We have very high standards for our 
developments. Ms. Moyer joked that we are going to include into all of our 
ENAs that the developers must win an award at the end of the negotiation 
but there will be no compensation thereof. It is a great honor. It's a very 
distinguished panel of brokers, developers, contractors, architects, and 
restaurateurs who review an amazing amount of submittals for these 
awards and to be named not just the best restaurant but the best deal of 
the year is a very high honor. We congratulate not only JMA Waterfront 
Properties and Pat Kuleto Restaurants but our very own staff which 
includes Phil Williamson, Byron Rhett, Diane Oshima and a multitude of 
others. She thanked them for their expertise and vision. 

La Mar Restaurant at Pier VA - Travel and Leisure Magazine Best New 
Restaurant Winner - La Mar Cebicheria Peruana was recently recognized 
in Travel and Leisure Magazine in the San Francisco section as one of the 
top 50 new restaurants in 2008 in the United States. It's a great write-up in 
the magazine. The restaurant opened in September 2008. It has already 
won two awards. The other one was the 7x7 Magazine Editor's pick for 
best new restaurant in San Francisco. It has a fantastic pisco bar as well 
as a cebiche bar and the now opened outdoor dining on the back patio 
which looks to be incredibly popular. The next restaurant to open is going 
to be the Plant Cafe Organic at Pier 3 in the summer. She showed a copy 
of the cover of the Travel and Leisure Magazine and there are a couple 
other restaurants including the two restaurants at the Academy of 
Sciences and one of which is our very own Charles Phan of Slanted Door. 

Port Parking Meter Pilot Project Installation - April 21 through June 2, 
2009 - The Port parking meter project in conjunction with the Municipal 
Transportation Authority is underway. Parkeon, the vendor selected by 
MTA with Port input, has installed the first of 8 paystations on the 
waterside from the Ferry Building south particularly at Pier 30/32 and the 
remaining 103 paystations will be installed in the beginning of June 
between Fisherman's Wharf and South Beach. Those stations not only get 
rid of the old, decrepit and unfriendly parking meters but it allows for our 

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• 



M04282009 



patrons to pay with lots of types of currency. They are solar powered and 
they allow us to do peak and off-peak pricing. She thanked Tina Olson 
and everyone else involved for their efforts on this project. We look 
forward to hearing from our customers about how that works. 

Sunday Streets - April 26, 2009 and May 10, 2009 - Ms. Moyer 
acknowledged Wade Crowfoot from Mayor Newsom's office. It is his 
dubious honor to manage all of the Sunday Street programs for the City. 
This was the most successful yet. There were lots of fantastic feedback 
most of which were articulated in the press. The promenade was packed 
with people, kids, dogs and bikes, which is always good news to us. We 
like the multi-user experience. All of our restaurants and retailers 
appeared to be very busy. We got good feedback from almost all of our 
merchants. We had good crowd control and parking control by DPT. They 
promptly reopened the Embarcadero as they were supposed to right on 
time, much to the disappointment of many of the walkers and other folks 
that were out. The Fisherman's Wharf Community Benefit District did a 
survey. They were able to speak to 152 attendees and they came up with 
some very interesting results. 60% of the surveys were San Francisco 
residents; 21% were from the nine county bay area and 45% were 
families. The Port had a booth at the Fisherman's Wharf Community 
Benefit District. Thanks to Renee Dunn who has sat out there all day and 
talked to everybody that went by. She brought some boards such as the 
Port's proposed new cruise terminal at Pier 27 and the open space 
projects. People were extremely interested in both of those two concepts 
and a lot of good feedback was gathered. It was a very good opportunity 
for the Port. She thanked Wade Crowfoot and the Mayor for that effort. 
The next event will take place on the southern waterfront on May 10, 2009 
from AT&T Park to the Bayview Opera House. Thanks to everyone at the 
Port and to Wade for their efforts. 

Last week, the 8 th class of the City Build Academy graduated. BAE, the 
Port ship repair operator, was able to employ five of the graduates in the 
last two cruise ship repairs that they did - the Carnival Elation and the 
Carnival Spirit. She thanked Hugh Vanderspek and all of BAE. 

Ms. Moyer indicated that she's not going to talk about the swine flu 
because that's not our area of expertise. She assured the Commission 
that the Port has been engaged with the Department of Emergency 
Management and the Department of Public Health who is leading the 
City/County's response. The Department of Public Health has opened up 
their departmental operations center and several of Port staff are 
representatives. We are monitoring it very carefully. There is a teeny bit of 
good news coming out of it and that is, today, we've received calls from 
two separate cruise lines that they are going to divert 14 calls to San 
Francisco that otherwise would have gone to Mexico in May. Details to 
follow but it's not going to be a sleepy May. It's going to be an exceedingly 
busy May. If it all comes to fruition, these are going to be what they call 

-5- 



California Coastal Cruises from Los Angeles to San Francisco to Victoria 
and back to Los Angeles. We will putting on a shine and hopefully get to 
see a lot of ships coming through here. 

• Ms. Moyer pointed to the time clock that is on loan to us by the Main 
Library. We are trying out this version today. This is for the public 
speakers so they can monitor where they are and how much time they 
have left by looking at this clock. After the 3-minute limit, a great loud bong 
will be heard and the speaker will be encouraged to wrap it up. 

8. CONSENT 

A. Accept report on the Port's Contracting Activity Quarterly Report - Fiscal Year 
2008/09; Third Quarter Period January 1 , 2009 through March 31 , 2009 . 

B. Reguest authorization to accept and expend $1 .8 million in Federal economic 
stimulus funds from the State Water Resources Control Board to fund utility 
infrastructure improvements at the Pier 45 Fish Processing facility that were 
originally funded through Proposition 40. Clean Beaches Initiative grant funds. 
(Resolution No. 09-22 ) 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-22 was approved. 

9. MARITIME 

A. Informational presentation regarding environmental investigations conducted 
by Pacific Gas & Electric, Inc. in the vicinity of the Potrero Power Plant, South 
of Pier 70 . 

Jay Ach, Manager of Environmental and Regulatory Affairs, indicated that this 
presentation will be a little bit unusual in terms of format. He will present an 
overview, and a representative from PG&E will talk about their role in the 
project and a representative from the Regional Water Quality Control Board 
(RWQCB) will make its presentation. It's important for the Commission to 
appreciate the fact that we have PG&E, the potentially responsible party for 
the site, and RWQCB, the regulator. It's extremely unusual to have either of 
those entities at a public presentation and to have them both together speaks 
highly of the teamwork that is being displayed in terms of bringing this project 
to resolution. He showed a picture of the overall layout of the site. The 
Potrero Power Plant site proper was owned by PG&E and was sold to 
Southern Energy which became Mirant. It is now owned by Mirant but PG&E 
retains the environmental liabilities. Directly north which is on the right hand 
side of the site is the Pier 70 Redevelopment Area, to the left is Warm Water 
Cove and further south is the Western Pacific site and the Port's Pier 80. 
There has been environmental investigations going on out there for a few 
years undertaken by PG&E. They began in the 1990s and continued and are 

M04282009 

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continuing. In 2001 PG&E, under state law, signed a voluntary clean-up 
agreement with the RWQCB in which the Regional Board was named the 
lead state agency in overseeing the environmental work at the site. Work at 
the site has generally progressed from west to east, from the landside out to 
the bay. Throughout these investigations, beginning in 2002 with a report to 
the California Energy Commission and then beginning 2004 and continuing 
with the Regional Board, the Port has submitted a number of comment letters 
on work that has occurred out there. What's been learned to date is that 
there's a long site history out there. There was a manufactured gas plant out 
there that operated from the late 1800s to early 1900s. That was located in 
the green area indicated on the diagram, on the northern end of the property. 
There are other industrial activities on the parcel. The big issue was the 
manufactured gas plant site. Manufactured gas plants operated in the late 
1800s through the early part of the 20 th Century in general. They were 
common throughout the country. They produced natural gas that was 
manufactured from either coal or petroleum. This was used in the early days 
to light streets but was eventually used in industrial processes and home 
uses, much like we use natural gas now. The gas was produced from either 
coal or petroleum in an industrial process. That process produced a couple of 
waste products that are now of concern. First there was a solid lampblack and 
secondly a liquid waste coal tar. Both of these substances are of concern 
because they contain a group of chemicals called poly-aromatic hydrocarbons 
(PAHs). PAHs are common in the environment. They come from a number of 
different sources. They are petroleum related and they are combustion 
related. They are of concern because some of them are carcinogenic. They 
are subject to state and federal clean up requirements. 

There are four areas of concern; three have been the focus to date. One will 
be looked at in the future. Those areas are the upland area, sort of under the 
Power Plant and the area just to the north, there is liquid coal tar in the 
subsurface. The subsurface geology under the site consists of bay mud which 
is very clay and mixed fill material which is more porous. The liquid coal tar 
from the plant operation has essentially saturated that fill and is sitting on top 
of the clay bay mud which prevents it from sinking further down. The 
interesting thing about the coal tar is that it is denser than water. It doesn't 
float on the top of the ground water surface. It will actually sink down through 
the ground water until it hits some barrier. The barrier, in this case, being the 
bay mud. Offshore of the coal tar area, there is an area of sediments that 
have also been affected by PAH contamination and in between there is a 
small strip of beach that has both some lampblack and coal tar exposed on it. 
The Port's interest in the site is that the Port owns the shoreline strip that 
separates the Potrero property from the bay and we also own the offshore 
sediments. We have direct interest in the clean up and the proceeding 
investigation. Warm Water Cove to the south is an area that will be looked at 
in the future. There was a smaller manufactured gas plant at the southern 
side of the Potrero property. He showed another picture that indicates fill in 
yellow, bay mud in purple and the PAH coal tar in the shaded areas of the fill. 
It's a general representation showing the coal tar beneath the site, extending 

M04282009 

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out underneath the beach and out into the bay. The beach is inaccessible for 
people. It is very rubbly; it was filled when the gas plant was demolished in 
the early 1960s. There is demolition rubble there that's been used as rip rap. 
Some of the black areas on the beach are coal tar or lampblack that's 
exposed. The good thing is there is fencing around it. There is no public 
access to this although conceivably, one could get there by water. 

Recent developments at the site - In February 2009, there was a large 
sampling effort that was conducted by PG&E. The Port also had its own 
consultants to observe the sampling effort and to collect its own sediment 
samples. Analysis of that data is ongoing but the new data plus some 
encouragement from Mayor Newsom's office and elsewhere has resulted in 
senior management in all sides getting involved and having another look at 
this site. Senior management from PG&E and the Port and from the regional 
board have all gotten together. The Office of Mayor Newsom played a major 
role in bringing everybody together and facilitating these conversations. Wade 
Crowfoot has been stellar in that role. This has led to development by PG&E 
of an expedited plan forward. 

Stephanie Isaacson, Public Affairs Manager for PG&E, indicated that they 
had productive meetings with the Port and the City over the last couple of 
months. Since the more recent discussions have taken place, they have been 
able to expedite the process. She is going to talk about the progress they 
have made related to the environmental remediation at the Potrero Power 
Plant. They embrace and take responsibility for the environmental impacts 
that have resulted from their historic operations and wanted to take 
responsibility for moving this process forward and doing the clean up in an 
expedited fashion. She showed an overview of the general vicinity of the 
power plant, both to the north and the south. What it talks about is the historic 
nature of industrial impacts to the area from the train yards which are far to 
the south all the way up to the center portion which is the site of the power 
plant and the historic manufactured gas plant. Further north all the way up to 
Pier 70 where there was historic ship building and other industrial uses. One 
of the reasons they brought this slide was to discuss the fact that because of 
the industrial nature of the area over the long term, it is a complex site and it 
has taken quite a bit of investigation and part of the complexity is the 
determination of the different folks that could potentially be contributors in the 
different types of contaminations that are there. 

Ms. Isaacson showed another slide similar to Jay Ach's slide showing the 
different areas, a close-up of the Potrero site and the area of the historic 
manufactured gas plant operated in 1872 to 1930. There was an independent 
gas plant along the side of that, owned and operated by Speckles Sugar. 
There was sugar refining on the site and oil fired steam generation plant. All 
of those areas are now PG&E's responsibility for clean up. The power plant 
was built and operated by PG&E historically and was sold to Mirant. PG&E 
retained the environmental liability related to the operations that took place. 
She showed a slide to give the Commission a sense of the characterization 

M04282009 

-8- 



that has taken place on the property. Over the years, there have been 
intensive investigations that have taken place on the site. The only area that 
is not fully investigated is right underneath the operating power plant. As they 
move forward, they will continue to do a bit more characterization. She 
pointed out that they did a recent investigation in February. There have been 
ongoing investigations there since the 1990s. The recent investigation is to 
refine the information they received from the former investigations. The one in 
February was quite extensive and identified a few more data gaps that they 
need to fill in and will be filled in investigations later this summer. Another 
slide shows the investigations that they've historically done. The area in blue 
is the area that based on investigations they've done to date, they have 
identified will likely need remediation. The areas in yellow are the areas they 
think is possible for remediation but they need further investigation to fully 
understand. There is also something that they described that will take place 
later in the summer. They will take a look at some of the northern points that 
are just off the Pier 70 property and that's where they will do more 
investigation later in the summer. 

With regard to next steps related to the investigation, as Jay Ach mentioned 
PG&E has been working closely with the Port and the RWQCB to expedite 
the process. PG&E has submitted an expedited timeline and they are working 
on sampling and analysis this summer related to filling in the data gaps that 
are left for the sediments. They have a final remedy for the sediments that 
they will propose once they have the information that will be provided for 
stakeholder review as part of the public participation process. They had an 
interim remedy for the shoreline that they hope to implement with permitting in 
the fall of this year. They have the sediment shoreline final remedy which will 
be long term that will require full participation process involving stakeholders. 
There has been some discussion about the Warm Water Cove issue which is 
the adjacent property next to the independent MGP and they are working with 
the RWQCB in looking at next steps there as well. They are extremely 
pleased with the working relationship that they have with the Port and with the 
moderation of the Mayor's office and the fact that they have been able to get 
together and work through some of the issues has been gratifying for them. 
They will continue to do that. 

The approval process for the clean-up is a lengthy one that will require public 
participation and that's something they embrace and something they want to 
work on. They will work closely with other stakeholders. They've been trying 
to work with the Port to identify places where they can engage the public prior 
to that public participation process. The final remedy will be complicated by 
the operating power plant. That is something they need to address but they 
are fully ready, fully characterized and are following the process of the closure 
so that when it does close, they will be ready to act. 

Steven Hill, Regional Water Quality Control Board, gave the Commission a 
quick overview of their regulatory process. The water board is part of Cal- 
EPA. They are one of nine regional boards. The water board and DTSC share 

M04282009 

-9- 



responsibility for site clean-up in California. Their agency oversees about 
1 ,000 clean-up sites in the bay area ranging from corner gas stations to 
federal superfund sites. In terms of this site, they were designated the lead 
agency for the Potrero site by a Cal-EPA group called the Site Designation 
Committee. That is a process that the applicant comes to Cal-EPA and they 
decide who should be the oversight agency. That designation applies to the 
Potrero site; it does not cover the independent manufacture gas plant to the 
south or Warm Water Cove further south or Pier 70 to the north of Potrero. 
Those sites are still up for grabs for purposes of agency oversight. In terms of 
their regulatory approach, they use different approaches to oversee clean-up 
sites depending on the clean-up urgency, discharge or cooperation and other 
factors. Starting off with self-directed clean-up of a discharge or proposed 
tasks and schedules, they provide written concurrence. They also do what are 
called "letter directives" pursuant to Water Code Section 13267. Those are 
enforceable directives to do investigation. Lastly, they have site clean-up 
orders which they issue pursuant to another water code section. The second 
two approaches create enforceable deadlines and they usually reserve site 
clean-up orders for sites whether it's a substantial or imminent threat or 
whether discharge was uncooperative. With respect to oversight, they've 
used a self-directed approach for this site up until recently because the site 
contamination does not pose an imminent threat to human health or water 
quality and because PG&E have been cooperative. PG&E have been 
responsive to all of the work that is needed to be done. So far, the self- 
directed approach, although it's proceeded at a deliberate pace has made a 
significant progress. The upland area has been characterized. The shoreline 
area and the northeastern portion of the site has been characterized and 
PG&E has completed an initial phase of sediment investigation as you heard 
last month in response to a request from the San Francisco Port in light of the 
pending Pier 70 redevelopment project. They agreed to shift their regulatory 
approach and start using letter directives. Specifically, on April 13, 2009, they 
issued a letter directive requiring PG&E to submit three technical reports: (1) 
a report on initial sediment sampling results by April 30, 2009; (2) a work plan 
for interim remedial actions on the shoreline by May 29, 2009. They expect 
the first two reports later this week. They've already received the interim 
action work plan. Looking forward, they will continue to use letter directives to 
guide clean-up work. They will conduct public outreach both for the benefit of 
other agencies such as the Port and for the public at large. They will issue 
periodic factsheets. They will have public meetings as needed. They will have 
comment periods for key technical documents such as the sediment report 
that is coming in shortly. The pace of investigation and clean-up depends in 
part on what is found as a result of these investigations. The initial sediment 
results, they are hopeful, but there are still some additional work that needs to 
be done. He mentioned several things that could prolong the process: 
technical difficulties in defining the extent and severity of the contamination; 
disagreements about the source of the contamination for instance, if there are 
other contributors besides the former coal plant. Disagreements about what 
clean-up standards or clean-up requirements should be applied to the 

M04282009 

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sediments and requirements from multiple agencies during sediment 
investigation and clean-up. 

Whenever you're dealing with sediments, there are a lot of public agencies 
engaged. They are doing several things to speed up the process. They will be 
using a third party consultant to help speed their review of the sediment data 
to augment the limited staff expertise they have on that topic. They will be 
encouraging the use of screening levels to assess the significance of the 
sediment contamination. This can be faster for site specific studies. Lastly, 
they are encouraging the use of interim clean-up actions to address simple 
problems quickly. That is one of the tasks in the directive letter he mentioned. 

Maureen Gaffney, Association of Bay Area Governments and the San 
Francisco Bay Trail, indicated that the Bay Trail project is a planned 500 mile 
pathway around the entire San Francisco Bay going through all 9 bay area 
counties and 47 cities. Approximately 300 miles of the trail are complete and 
in use today. A related effort in San Francisco, the Blue Greenway, seeks to 
complete the Bay Trail in the southern shoreline of the waterfront and also to 
provide non-motorized boat access. While the goal of the bay trail is to 
provide a shoreline experience wherever feasible, our alignment in the 
southern waterfront is currently on Illinois Street because of existing marine 
industrial uses. The Port of San Francisco has been working diligently over 
the past couple of years to help them move the Bay Trail to the shoreline, 
which is the ultimate goal and clean up of hazardous materials at this site is 
critical for moving the Bay Trail and the Blue Greenway efforts forward in San 
Francisco. It is their hope that PG&E will pursue an aggressive timeline for 
this work so the public can enjoy this scarce resource in the neighborhood 
that provides few opportunities for shoreline access. 

Commissioner Kimberly Brandon thanked Wade Crowfoot and Mayor 
Newsom's office for stepping in and helping the Port with this situation. She 
has been on the Commission for 12 years and she's heard about this site 
since she joined the Commission. The presentation today appears that there 
has been a lot of investigation and a lot of sampling but did not see anything 
that stated what is going to happen from here, what the remediation is, and 
what the timeline is. We know that there is contamination. She asked where 
do we go from here and what are the next steps. 

Darrell Klingman, PG&E, replied that there's going to be several different 
aspects of the remediation at Potrero. There's going to be the sediment 
clean-up that is going to be done that's going to look like some limited 
dredging of the surface sediment samples and some capping to rehabilitate 
the habitat there. That will all be taken cared of. 

Commissioner Brandon asked what the interim remedial measure in fall 2009 
means. Mr. Klingman replied that the interim remedial measure is in the 
northeast corner of the property where Jay Ach showed the shoreline/beach 
where there are some manufactured gas plant waste that are at the surface 

M04282009 

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and eroding from the shoreline. They will be putting in a rip rap cap in that 
area to keep anymore of that from eroding and getting out and becoming 
accessible. They'd like to get that implemented and in place by the end of this 
year. It is dependent upon a lot of permitting. If they can get through the 
permitting, that's what they are trying for the fall of this year. The upland 
barrier wall - they will be putting in a subsurface wall that cuts off 
groundwater so that any of the impacted groundwater on the power plant 
property itself can't go through the wall and recontaminate the sediments. 
Those are the three main areas of remedy. 

Commissioner Brandon indicated that there was a slide that said probable 
and possible but no indication on definite. After all the samplings and 
investigations, we know there is contamination. Mr. Klingman replied that this 
is for the sediments, from the work that they just did in February including 
some of the work that was done a few years back that Mirant did. They have 
not actually gone through the negotiations with the Regional Board about 
what exactly this remedy would look like. They are pretty certain that the area 
in blue they will have to take care of and it will probably include some of the 
area in yellow. That's where they are focusing their next effort of sediment 
sampling this summer. 

Commissioner Brandon indicated that the presentation talked about future 
updates and community outreach and moving the remediation along. 
Stephanie Isaacson replied that part of the process for defining the final 
remedy is what Steven Hill referenced as the public participation process. 
That part will be agency driven and it will require certain aspects including 
factsheets and communications and public review and comment on the final 
measure. They'd like to work with the Port and the Port has expressed a 
desire to work with PG&E to give regular updates to the Commission and to 
the community members that have already expressed their interest in being 
involved, stakeholders that have some oversight over the Pier 70 
redevelopment plans and other folks. They've heard from a concerned 
community member related to the Blue Greenway that they've talked to Carol 
Bach about. These are all a number of stakeholders they can engage with 
and if the Commission have some desire to have regular updates, they will be 
available to do that and will work with the Port to make that possible. 

Commissioner Brandon indicated that she's excited that everyone has come 
together, is working together and would like to see it progressed and make 
sure that we stay on the same page and that we actually get the site cleaned 
up. She thanked them for taking the time to talk to the Commission. She's 
excited about this project moving forward. 

With regards to Warm Water Cove, Commissioner Brandon asked what 
PG&E expects to find there and who is ultimately responsible. Tom Wilson, 
PG&E director of environmental remediation, indicated that he has been 
looking at this issue since Jay Ach brought it to their attention. This is a pretty 
complex area in the Warm Water Cove side. There is a city outfall there for 

M04282009 

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seven years. There was an asphalt facility there which is also a potential 
contributor for PAHs, there was a railroad on one side. Certainly there was 
the MGP that they end up buying plus there are other things going on there. 
Part of the issue is investigating what's there and making a determination of 
who are the contributors and working with those folks for an ultimate clean- 
up. Their goal is to work with the Regional Board and request Steven Hill to 
participate and help them get the ball rolling. What they are trying to do is get 
some of the PRPs, the potentially responsible parties, to the table so they can 
talk. The goal there is to get a thorough investigation and start investigating 
what's there throughout the cove. 

Commissioner Brandon asked how long that will take. Mr. Wilson replied that 
a lot of it has to do with how supportive the other potentially responsible 
parties are. If they can't get them to the table, they will rely on the board to 
help them do that. If that is not the case, ultimately, they will have to take a 
look anyway. They'd like to have the responsible parties to divide up and 
have some skin in the game so they can all participate together in the design 
of the investigation. They've opened the communication with the RWQCB. 
They've contacted one of the responsible parties by letter and requested their 
participation. They are currently looking at who the other responsible parties 
might be and they are working with the Regional Board. They have to go 
through a request to the Regional Board for that side of the cove to become 
the lead agency. They will have to start that process too. 

Commissioner Hardeman commented that he is happy to see this moving 
along and perception is sometimes the most important thing. The perception 
is something is finally happening; how long it takes is another thing. 

Commissioner Fong indicated that he learned a new acronym, PRP, 
potentially responsible party. This is good and it's a long process going 
forward and there's going to be new discovery. He's sure we'll get to all know 
each other very well in the next few years. He thanked everyone for the 
cooperation and look forward to hearing updates and changes as we go 
forward. 

B. Informational presentation on Current and Proposed Port Applications for 
Funding from the American Recovery and Reinvestment Act. 

Brad Benson, Special Projects Manager, indicated that he is presenting this 
item on behalf of the team of Port and City staff who have been working in 
response to the American Recovery and Reinvestment Act which was signed 
into law by the President earlier this year and provides a rare opportunity for 
public agencies to seek competitive grants for public projects primarily 
designed to provide immediate benefits to the local economy in the form of 
jobs and contracting opportunities. As the Commission is aware, the Port has 
more than $2 billion capital plan. Our efforts at the Port staff level have been 
to comb through the capital plan and identify those projects that fit grant 
guidelines, provide some major public benefit and can be completed through 

M04282009 

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design permitting and construction in the timelines afforded by the various 
granting agencies. He acknowledged that we've working with Wade Crowfoot 
in the Mayor's Office and Kyri McClellan along with other city departments to 
make sure that we are sharing information well and that we are not competing 
unnecessarily and that we're getting Mayor's support letters for Port grant 
applications where they are needed. So far, the process has worked fairly 
well. One of the major goals of the recovery act that has been articulated 
particularly by Vice President Biden is that we should be transparent in this 
process. It's a large amount of money. People have questions about whether 
or not it can be administered appropriately. From the federal level, through 
recovery.gov, which is the federal website, through the local level, San 
Francisco has put together recoverysf.org, we are trying to make sure that the 
public can keep track of the applications being made, the awards and the 
delivery of the projects. Today is the first public hearing to get input from the 
Commission and from members of the public about the direction we're 
pursuing at the Port staff level and we welcome feedback. 

Staffs from the Maritime, Engineering, Maintenance, Executive, Finance and 
Administration and Planning and Development divisions have been 
participating in this process. This came along quickly. The demands on Port 
staff, while they are pursuing their other work, have been great. He 
congratulated everybody who has been working on this because they took on 
extra projects and completing the grant applications is quite a bit of work. In 
particular, Daley Dunham has assisted on each of the applications that have 
been made to date. At 3:16 p.m. today, he submitted yet another application 
to the Environmental Protection Agency. He has done great work. 

The first application that the Port made was to the National Oceanic and 
Atmospheric Administration (NOAA). They had funding available on a 
competitive basis nationally for coastal and marine habitat restoration. John 
Mundy has been having a dialog with NOAA and other regulatory staff about 
a phenomenon on Port property. We have 100 year old structures that were 
supported by creosote treated piles. Creosote is a major source of PAH 
contamination affecting the bay. John Mundy has identified approximately $8 
million worth of creosote treated piles and related facility removal projects up 
and down the Port's waterfront. He showed a slide listing the locations 
starting from Pier 43 1 /2 in the northern waterfront, 45,000 square feet of 
decking down through the southern waterfront, particularly in the Islais Creek 
area and around Pier 70, a total of 1 1 acres of fill removal along the shoreline 
will be funded by this project. There will be substantial benefits to local 
fisheries, salmon and herring and threatened species such as steelhead trout. 
We are hopeful and it would also create 163 direct and indirect construction 
jobs. It's a project that can be delivered fairly quickly. We expect to hear in 
early May whether or not the Port wins funding under this opportunity. The 
competition is quite high. They receive 700-800 applications. We expect that 
they may have funds to fund as many as 30 projects nationally. This will be 
quite a coup if the Port wins funding in this category. We believe that this is a 
very competitive project. 

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There was also a specific small shipyard assistance program offered through 
the U.S. Maritime Administration. The difference with this project and the 
others is that it's the Port's shipyard operator, BAE Systems SF/SR that was 
eligible to apply for funding in this category. He thanked Hugh Vanderspek 
from BAE for all his efforts and for working collaboratively with the Port to 
identify a list of projects that would be eligible. The Port offered grant writing 
assistance. Daley Dunham and Gerry Roybal worked together on this grant 
application along with BAE staff for a total request of $3.2 million with 5% 
local match. BAE, if successful in winning funding under this, would have to 
put up some of its own dollars for these improvement projects. They are 
important projects for not just BAE but also the Port. BAE uses shoreside 
power at the drydock and wants to expand its capacity to 8,000 amps so that 
it can fully shore power all the vessels that go into drydock. There are some 
air compressor upgrades that would create great energy efficiencies. This is a 
very important project to the Port since we own drydock #2. the project 
proposes to strengthen drydock #2 and preserve it with a paint coating. This 
will also improve the lift capacity of the drydock to its original capacity. BAE 
has proposed dredging Pier 94 to expand the classes of vessels that it can 
serve at the drydocks so there's a new Lewis & Clark class of vessel along 
with others that could be serviced at the drydock, making the shipyard more 
competitive for federal projects and alike. The Port benefits because we 
participate in increased revenues. These projects together would create 30 
direct and indirect jobs locally as well as help preserve the 325 jobs at the 
shipyard and also provide for substantial reductions in air emissions. 

Speaking of shoreside power, the Commission knows well the proposed 
project at Pier 27 to provide shoreside power for the cruise vessels that berth 
there. Bay Area Air Quality Management District has provided grant funding 
to the Port along with a contribution from the SFPUC together totaling $3.2 
million to build this project at Pier 27. The Port and its contractor have 
identified some system enhancements particularly in the way of future 
proofing the system so it can deal with the next size class of vessels that are 
already being designed. We've identified a need for an additional $1.86 
million to fully fund the project. This is the project that Daley Dunham 
submitted earlier today. We think it competes very well for EPA's Diesel 
Emission Reduction Act Funding. Shoreside power is one of the projects that 
they mention in their notice of funding availability. We're hopeful that we will 
receive funding in this category. The State has received a sizeable amount of 
funding from the federal government through the recovery act for clean water 
projects. The idea is to administer all of that clean water funding through the 
existing State block grant program. John Mundy has identified several 
projects particularly the Amador Street force main replacement project as a 
likely candidate for funding. The State Board wants to emphasize clean water 
projects in and around lower income communities. They are seeking a great 
public health gain. This is close to water and serve industrial tenants that 
have big sewer needs along Amador Street. This is one of those fast track 
projects. It's a sewer pump so it's an equipment replacement project that 
should be categorically exempt under CEQA. 

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Mr. Benson indicated that the applications for the projects he's mentioned so 
far have been submitted in response to deadlines that were published. We 
are still waiting for notice of funding availability for the remaining projects and 
the presentation. A major concern to Port staff in the Pier 70 area is the age 
of its electrical distribution system including the system that serves BAE and 
the ship repair activities. It's up to 100 years old; it's powered by PCB oil 
based transformers. Commissioner Shakofsky will know that PCB is quite a 
strong contaminant. We're worried that these transformers are past their 
usual life. If there's a problem with it, it could create additional contamination 
and also affect electrical service to BAE. We are looking at some national 
energy lab funding for efficient industrial equipment to replace the distribution 
system. Mabal Bhat is leading this project. We have a contractor who is 
designing a replacement distribution system for the area. We'll report back to 
the Commission as the notice for funding availability is published. We will be 
asking $2-3 million which is only half of the project cost. We estimate a $6-8 
million dollar project cost. We would need to come back and consult with the 
Port Commission if the Port did get a grant award in this area to figure out 
how to fund the remainder of that project. 

Pier 27 in the northern waterfront - Port staff has talked to the Commission 
about a longer term, new international cruise facility at Pier 27. The goal of 
that project is to create a LEED accredited facility that responds to the 
environment. One portion of that would be to weatherize the roof of the 
existing Pier 27 shed and to stall solar and solar hot water heating to serve 
the facility. We think that is a distinct project that can occur even before the 
full cruise terminal is built. We are consulting with other city departments 
about the design of that project. This is also an EPA competitive grant 
opportunity. The Port is competing with a lot of other city departments for this 
particular grant opportunity. The SFPUC has a new LEED Platinum building 
that they proposed at 525 Golden Gate that is another competitor for the 
ability to apply for these funds. We first have to get through City competition 
to see whether or not this project scores well from the City perspective before 
we would be able to submit an application. 

There's $150 million in Homeland Security funding for Ports. The benefit of 
this funding availability is unlike the past rounds of homeland security grants, 
there's no local match requirement which has been a big stumbling block for 
the Port. Sidonie Sansom working with Tom Carter has identified the Pier 50 
back-up power project as a great candidate funding under this opportunity. 
We would be asking for a $1 million. The Pier 50 Shed D houses the Port's 
Maintenance staff, critical to day-to-day operations of the Port but particularly 
important if there is an earthquake or other emergency. We need to make 
sure that facility and the shops that it houses can function and be responsive. 

Thomas Miller indicated that he grew up in Daly City. Before he retired and 
became a merchant seaman, he was in the Army Reserved and saw all the 
changes at the Port. Some of the changes he's not agreed with. He's had a 
lovely ship almost all of his life, his grandfather was a steamship official and 

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he's been going to sea the last couple of years. His next to last ship was the 
Cape Hudson at Pier 40. He also cruise every year. He's leaving this 
Saturday to go on the Carnival Splendor out of L.A. It would be a lot better if it 
could be at Pier 27 because he does not like hassles at the airports. The Port 
needs to do due diligence on the Pier 27 project. The solar panels and all that 
can come a little later. The Port of San Francisco needs to get on the ball with 
competing with San Diego, L.A., Miami, and San Juan. Celebrity told him that 
they love SF Port. Cruise passengers spend money at Fisherman's Wharf 
and North Beach. They can't say enough about our town. He came down 
here today and make this presentation and urged the Commission to do due 
diligence action. When there are a lot of passengers, they spend a lot of 
money. The Port is lucky that Uncle Sam is going to help the Port. He 
believes that the economic recovery package is going to put a lot of people to 
work. He and his fellow seamen like to sail to San Francisco. There's nothing 
like coming off a MARAD ship of a major activation. It's a great pleasure 
sailing underneath the bridge. If you get it ready by the end of the year, the 
cruise lines will come. He's willing to go before Celebrity, spend his own 
money and fly back to Miami and say the project is underway and they'll have 
the pier done by a certain date. They will come. They will knock on the Port's 
door and sign a contract for the use of the pier. 

Hugh Vanderspek, General Manager of BAE Ship Repair, indicated that Brad 
Benson did a great job of explaining what it is they are doing in the yard with 
regard to Maritime Administration upgrades. All those upgrades are with the 
eye toward what they need to do in order to get the yard more efficient, 
quicker, cheaper, faster in order to bring in more work for the people who 
work in that yard. He thanked Monique Moyer, Mayor's office and particularly 
Gerry Roybal, Peter Dailey and Jay Ach for the help they gave them in putting 
this proposal together. The guy who carried the lion's share of this and his 
people are calling him the William Shakespeare of Grant Writing was Daley 
Dunham. He did a heck of a job for them. He thanked the Commission's and 
the Port's support in helping them put this together. 

Commissioner Brandon commented that she hopes we get all of them or a 
few of them because we have so much that we need to get done. She 
thanked Hugh for hiring people from City Build and hopefully, if we are able to 
get these funds, it will help our local business enterprises. 

Commissioner Lazarus asked how the process is going to work within the 
Mayor's office. Mr. Benson replied that there are two working groups that 
Wade Crowfoot leads that deals primarily with energy related and climate 
change related issues and the other that Kyri McClellan leads which is 
primarily transportation focused. Port staff has been participating in both 
groups because our projects have such breadth to them. The process has 
been working. We've been consulting with them as deadline nears. We've 
been telling them we're ready with this project and we appreciate a letter of 
support from the Mayor and they've been supportive and cooperative. It's 
been a well run process. 

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To address Commissioner Brandon's comments, Mr. Benson added that each 
of these contracts when it says City contract, it will be subject to the City's 
LBE Ordinance and to the first source hiring provisions of the City. You can't 
have a mandated local hiring program under federal contracting rules but the 
first source program provides interview opportunities so there's a real 
emphasis in the Mayor's office hooking up applicants with job opportunities as 
they become available. 

Commissioner Shakofsky thanked staff for doing a great job. Daley Dunham 
has done a great job and the Mayor's office has also been recognized. The 
Port has put a lot of work into their recovery grants. She hopes that it all 
works out just as President Obama envisions. 

10. ENGINEERING 

A. Request approval of award of contract to Coast & Harbor Engineering for 
design and engineering services of the Mission Bay Shoreline Protection 
Project at Bavfront Park in the amount not to exceed $355,026 plus a ten 
percent contingency amount of $35,503, for a total contract authorization of 
$390.529. (Resolution No. 09-23 ) 

Ken Chu, Project Manager, indicated that the project will rebuild 
approximately 1000 linear feet of bay shore and slope from the Pier 52 
Parking Lot to Agua Vista Park. The project scope includes demolition and 
removal of existing unstable structures, repair of existing seawall and 
rebuilding a stable shore slope with rip rap for wave protection. The Port 
Commission authorized Port staff to advertise for RFP at its January 13, 2009 
meeting. The RFP was issued on February 20, 2009 with a proposal due date 
of March 19, 2009 and oral interviews scheduled for April 7, 2009. The Port 
received three proposals. The original proposal from Coast & Harbor 
Engineering is closed to $400,000. Port staff negotiated with them and agreed 
with the final price of $355,000 to do the design work and construction 
support for the project. He asked the Commission to award the contract to 
Coast & Harbor Engineering. 

Corinne Woods, chair of the Mission Bay CAC, indicated that this project is a 
very critical piece of Bayfront Park. It's going to be important to move forward 
with the shore edge. She's hoping that Ken Chu and Ed Byrne would see 
their way clear to ask the contractor to look at the shoreside of the old 
building they're hoping to keep in the park to hopefully bring the bay trail on 
the waterside of that building. She hopes that engineering can include looking 
at that piece. As Maureen Gaffney said earlier, we want the bay trail as close 
to the water as we can possibly get it and they also want to save the old 
building so they can reuse it. It will be a lot cheaper than building a new one 
in the park. Having the engineers look at that particular part of the shoreline is 
an important piece. 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 

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seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-23 was approved. 

1 1 . PLANNING & DEVELOPMENT 

A. Informational presentation regarding the implementation of parking 

restrictions and installation of parking meters within the Port's Pier 52 Public 
Boat Launch Parking Lot, located on Terry Francois Boulevard . 

David Beaupre, Planning and Development, recognized that the proposal to 
implement parking controls including the installation of parking meters in the 
boat launch parking lot was an interdivisional effort with input from Monique 
Mover, Tina Olson, Gerry Roybal, John Davey, Robert Bryan, Ken Chu, Elliott 
Riley, David Deasy and himself. They've taken some time to consider it from 
an interdivisional effort. The Port, working with the California Department of 
Boating and Waterways and the community, worked for about 15 years to do 
the public boat launch improvements including the completion of the parking 
lot in 2005, the completion of phase 2 of the actual boat launch ramp a year 
ago. Completion of the entire project has proven to be successful with a great 
amount of use by the boating community. The lot was constructed to facilitate 
the use of the boat launch ramp for not only local but also regional and state 
users of the facility. The staff and the boating community were aware at the 
time about the planned construction that it would eventually require 
regulations and because of the increased activity at both AT&T Park, Mission 
Bay, Third Street Rail, the time is upon us to look at ways to regulate the lot 
so that it can be utilized by the boaters it was intended for. The purpose for 
the regulations is to make certain that the lot is available to the boat launch 
users both regionally, locally and statewide and to eliminate and minimize the 
usage by the commuters, AT&T Park and others that are using the lot making 
it prohibitive for the boating community. The regulations that Port staff 
developed recognized the needs of the larger boating community. Not only do 
we have the boat launch ramp but we have the adjacent boat clubs on either 
side, the Mariposa Hunters Point Yacht Club and the Bayview Boat Club that 
are directly adjacent to the facility. The purpose of the lot, the reason we 
received the funding, was primarily for the use of folks using the public boat 
launch and trailer boaters to the lot. We attempted some management up to 
this point since it's been open for about 4 years. It includes allowing the club 
to try to self-regulate it to see if it could work to keep out commuters and non- 
boaters. That worked for a little while. The Port's use of signage by installing 
signs for the Port that included that the lot was for boaters only. We also tried 
to work with Imperial Parking who manages Parking Lot A for the Port with 
the Giants. They were regulating it during ball game events for a couple of 
years to make sure that ballpark patrons weren't using that lot obviously to 
increase their revenue from sell-out games. None of those have proven 
successful. We began to think more recently about how we can regulate the 
lot to accommodate everyone but specifically the boat launch users. We were 
informed by the boating community including the boat clubs late last year that 
a conflict is occurring with the commuters using the lot and there were no 

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spaces available for boaters, particularly boaters that are trailing boats. We 
began about regulations in the fall of 2008 and we did outreach to each of the 
boating organization. Each organization recognized the dilemma we are in 
and weren't in total agreement with the proposal in front of the Commission 
today but did help to modify the regulations to address the various needs to a 
point that we thought we are in agreement until recently. The Commission 
may have received a letter yesterday indicating that we are not in complete 
agreement. In January, we distributed the proposed regulations to the boating 
communities, both of the boat clubs. In January 2009, we started a small 
outreach. We developed regulations, went to a select number of active 
boaters that we knew about, refined the regulations and distributed them. In 
January, we met with the Bayview Boat Club and again in February and 
continued with correspondences and refining the plan. In February, we 
distributed the proposal to Bay Access who are the human powered boaters, 
the kayakers, the windsurfers and others and they distributed it to the Bay 
Area Sea Kayakers (BASK) organization and they provided some comments 
but have been very supportive of the proposal. In March, we met with the 
Mariposa Hunters Point Yacht Club and had some correspondences back 
and forth. At the last meeting with the Mariposa Hunters Point Yacht Club, 
they suggested that they might get back to him with comments if they had any 
in the proposal. He did not receive any until yesterday. In March and April, 
Port staff corresponded with a variety of boaters that rely on their boats being 
trailered. We notified everyone of this afternoon's meeting. The proposal will 
require monitoring and refinements as we move along. We have drafted what 
we think are appropriate regulations based on the current users' patterns but 
recognize that it may not be the perfect proposal so we want to review and 
refine it. We need to develop a program that does not require man operation. 
We can't afford to have someone at the lot everyday to see if you are boater 
or non-boater. It needs to be a program that's enforceable by MTA and they 
are easy to understand by their parking control officers. Most importantly, we 
want to ensure that there are spaces available to the boaters. One of the 
suggestions was that we try to work with authorizing permits for parkers. The 
problem with that is it doesn't serve the regional or state needs. There might 
be a boater that decides one morning he wants to come and use the facility 
and he lives in Livermore or Redwood City and he just comes in for the day. A 
permit process wouldn't allow for boaters outside the direct area to utilize the 
lot. There is a suggestion to maybe put a gate in it and that has the same 
issue. We received the funding from the California Department of Boating and 
Waterways to allow this facility to be accessible by everyone in the state to 
utilize the launch ramp facility. 

Under the Port's Harbor Traffic Code Article XI, it allows the Executive 
Director to implement and govern parking restrictions for Port areas to be 
used for off street parking. The rate for the Pier 52 parking lot will be formally 
established by the Commission when the annual rate for off street parking lots 
is established. Real Estate Division makes a presentation to the Commission 
every year to identify the rate for that and they plan to seek Commission's 
input and approval in June or July to establish the official rate. The plan is to 

M04282009 

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take the existing 40 spaces that are out there that are striped for vehicles with 
trailers. We stripe them to accommodate 15 spaces for vehicles with trailers 
and to take the remaining spaces and split them in half to accommodate for 
single spaces for vehicles only. The regulations are: During all AT&T park 
games and events, the schedule of the events and games will be posted at 
the lot. Parking for boat trailers will be $5 for up to 24 hours. Vehicles without 
boat trailers will be managed to allow boat patrons to feed meters at a rate 
less than that for on street AT&T Park events and for a maximum time of one 
and a half hours. This would discourage patrons that are going to the ballpark 
events from utilizing the parking lots because they could only access it for an 
hour and a half until they would be in violation but would allow the adjacent 
boat clubs to utilize the facility but they would need to feed the meters for 
more than an hour and half. That was established to accommodate the boat 
club, the adjacent boat club users. No overnight parking except for vehicles 
with boat trailers because some of the fishermen go on overnight excursions. 
No trailer parking without an attached vehicle. We've had a problem with 
people abandoning boats and trailers in the lot. We wanted to make certain 
that all trailers are accompanied with a vehicle. Monday through Friday, 7 
a.m. to 5:30 p.m., except during ballpark events, this is the greatest 
opportunity for conflict between commuters and boaters. Parking with boat 
trailers $5 for 24 hours, vehicles only can park for a maximum of 12 hours 
proposing at a $1 per hour rate. No overnight parking except for vehicles with 
boat trailers and no trailer parking without an attached vehicle. Saturdays, 
Sundays and holidays, typically the commuter boating conflict does not occur 
at this time. It would be free parking except during ballpark event days. The 
same rules would apply. We put a provision in that would allow special 
boating events that boating event sponsors could get a special permit to 
support their special event as it relates to boating. Lastly, we are investigating 
the use of permits for non-trailered boaters utilizing the launch facility for 
overnight trips. Kayakers have said that sometimes they would come down, 
launch a boat, go camping on Angel Island and come back. We want to 
investigate a way to allow non motorized boaters to utilize a facility without 
being penalized. We will continue to monitor the program to find out what's 
the appropriate balance of spaces for vehicles with boat trailers only versus 
single spaces. What the time restrictions are and what the regulations are. 
We did look at alternative methods of management. The only obvious one is 
to hire a parking lot operator that would manage the facility, man the facility 
and allow those boaters with boats in tow or on rooftop to park at one fee and 
all other parking lot users be charged another fee. We are not certain that this 
would necessarily accommodate the needs of the adjacent boat clubs and the 
boating community. 

David Katznelson, representing a member of the Mariposa Hunters Point 
Yacht Club, indicated that he is a native San Franciscan and one of the things 
he loves about the yacht club is that it brings together San Franciscans who 
love boating and the only word that he likes to bring out is whenever you 
make a change like this, it can affect the nearby environments like the clubs. 
All he requests is when looking at this, the Port take a good deep look and let 

M04282009 

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the yacht clubs come to the table. They have been in the past but should do it 
a little bit more to look at how this change could affect the club. It is a 
beautiful environment. When you're talking about boating, you're talking about 
the boats. You're also talking about the environments around them and the 
people who care so much about them. Both yacht clubs do. 

John Super, long time resident of the Sunset District, indicated that he owns 
three trailer boats - two power and one sail. He used to be a member of the 
Bayview Boat club and was a past commodore. He is not here to represent 
the club; he's speaking solely for himself. Last week, the cops gave tickets 
down there for the first time in ages. The commuter use dropped off the next 
day. A little bit more can be done with the idea of keeping things the way they 
are. This proposal for the public launch ramp has been produced without any 
input from trailer boaters. He does not to whom Port staff talked to but it 
wasn't anybody he knows in the trailer boating community. Kayakers were not 
the design use for the parking lot. A little effort has been made to enforce the 
existing parking procedures over the last several years. The facility was 
funded in large part by money from Cal Boating and Waterways, boating tax 
money. The parking lot, as part of the deal, was to have 42 truck trailer spots. 
The facility has to be 100% for boaters use. Over 65% of that capacity and 
making room for 30 automobiles and we have to feed the meter to do it. How 
does cutting the design capacity for trailer boating protect the boating public? 
He's told that this plan is supposed to benefit them but how? If this new plan 
goes into effect, what does a boater do when they get to the lot and all 15 
spaces are full? On the fun days, that's what's going to happen and the rest 
of the lots are going to be filled with cars. Somebody comes up from Gilroy 
and see cars on the lot. What are they going to do? Go home? We built it for 
42 of them. What is the cost of this new proposal? He's told that the Port can't 
afford to take care of enforcement now. Where is the money coming from to 
change this? He asked the Commission to leave the lot the way it is. Put 
some effort into enforcing the existing regulations and then if that doesn't 
work, try some sort of Plan B. When you do create the plan, talk to some of 
the trailer boaters. 

Susan Phelan, member of the Mariposa Hunters Point Yacht Club, indicated 
that she is one of the authors of the letter that the Port Commission received 
yesterday and one of the people behind this petition. She publicly wants to go 
on the record as she wants some clarity. There is a sentence at the end of the 
third paragraph where she says that they feel they have been misled. That 
should have been edited out. They were doing this via email yesterday and it 
came out harsh. She wanted it to be very clear that she doesn't feel anybody 
at the Port, David Beaupre or Monique Mover, misled them that they will 
meter the lot. Where the confusion came in for them was that they thought 
today that Port staff was coming before the Commission to request an 
amendment to the Harbor Code. Via email on Thursday, they received a copy 
of a memo that the Commission received. That is when they weren't sure 
what to do next or what it meant. Essentially, they were being told while the 
Port already has the authority to do this, they felt what good is showing up. 

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They know that to be wrong. They know there's a lot of good to show up here. 
They feel strongly about their clubs. The Mariposa has been around for 77 
years. They have been at their present location for almost 50 years. The 
Bayview Boat Club has been at their present location since the 1960s. When 
their club took a lease with the Port on that property, her understanding was 
that nobody else wanted it. That's how they ended up there. They know the 
neighborhoods are changing dramatically. They accept the fact that there is 
just not going to be parking like there was in the past. Nobody came down 
there and nobody bothered them. That's not the way it is now. They feel like 
they are getting mixed messages. When they have spoken with people from 
the Port in their various interactions, they hear that they like the clubs. They 
serve a purpose. At the same time, people at the Port have to know that in 
order for their clubs to survive and thrive, they need access to parking on 
nights and weekends. They don't expect this to be free. They don't expect 
things to stay exactly the way they are. They feel that both sides have sort of 
lock themselves into boxes where staff is saying it's only for the good of the 
boating community and some members of the boat clubs are saying, we're 
strictly yacht clubs. Both sides need to be a little bit more honest and come 
together a little bit more and come up with the solution that can work for both. 
In order for them to keep going as clubs, even if the buildings are there but if 
there are no people inside them, they're not clubs. They're just empty 
buildings. The problem with the Giants parking is there are 80 games a year 
plus other events. The games happen to take place on weekends a lot. This 
is when they use their clubs. They are the only two working class boat clubs 
in San Francisco. They don't have the prestige of the St. Francis Yacht Club. 
They don't have Larry Ellison's deep pockets. 

Corinne Woods indicated that she's worked on this project for many years 
now, even before Mission Bay was a gleam in Willie Brown's eye. They were 
trying to get the boat launch ramp rebuilt and they knew because Cal Boating 
told them that they wouldn't fund the launch ramp unless there was parking. 
They also knew, and she is a member of the Bayview Boat Club but she's not 
here representing the club, that having parking for boat trailers particularly 
with Mission Bay coming along was critically important. We had plenty of 
street parking at the time for any waterfront event you could think of because 
there was nothing else there. They got used to having nobody else around, 
no competition for parking, no money for parking. They were spoiled. Both 
clubs have taken advantage of using that parking lot for non-boat parking, 
partly because a lot of the street parking has gone away and partly because 
there is an enormous amount of competition for street parking. We have new 
residential buildings, office buildings, lab buildings and a lot of construction 
workers and no public transit in the area except for the Third Street Line. It 
makes it difficult to get to the waterfront. She thanked David Beaupre for the 
outreach he has done. They've talked about this and wrestled with this. If 
commuters are sitting there all day, parking for free, of course, they're going 
to do it. That's the nature of the beast. If you don't have to pay for parking, 
they won't. We need metered parking on Terry Francois Blvd. She's hoping 
that as part of Tina's project, that can happen because there has to be some 

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limitation on this. This is a step that has to be taken now because there is so 
much competition for parking. The good news is unless there is an event at 
the ballpark, nights and weekends, there won't be a charge which is when 
most of the boaters use the clubs. There will be a conflict on game days. 
There are already conflicts on game days. Nothing that's happening here is 
going to solve that other than the fact that if you're at the clubs, you would be 
able to feed the meter without having to work back from the ballpark. This is 
something we have to do. 

Commissioner Lazarus indicated that Mr. Beaupre talked about the fact that a 
sticker won't work because it won't help the occasional visitor. She asked if 
there is a way for that person to go into one of the clubs and get a temporary 
sticker that he could put on a dashboard. Mr. Beaupre replied that's how it's 
been operating to date. Between the two clubs, memberships are around 500 
people. As Mr. Super indicated, the lots are constructed for people with boat 
trailers that need the space and can't find it on the street. The clubs will tell 
you that it hasn't been successful for them because they have a permit 
process established and they don't have the ability to manage their members 
themselves. There are club members that park in there and then go to the 
ballgame. We thought about it long and hard. It's not easy but we are trying to 
meet everyone for the times that there are ball games in the evenings or on 
weekends. We set the rate at a $1 .50 for an hour. The club members can 
walk a block and re-feed the meter; it's pretty affordable. We think that is the 
best approach to reserving the lot for its intended use which is for vehicles 
with boat trailers primarily and to support the club secondarily. 

Commissioner Fong indicated that he was a huge supporter of the boat ramp 
going in. It is the only spot in San Francisco that you are able to access the 
water and launch a craft, whether it is gas powered or man powered. He 
thanked Ms. Phelan for pointing out in her letter that there were a couple of 
contradictions about changing the Harbor Code. He pointed out that in the 
third paragraph it talks about the agreement against nights and weekend 
metering. The proposal addressed the weekends; which the weekends are 
free with the exception of the games. Boating events are free. He hopes that 
the people who signed the petition weren't misled in any way. 

Mr. Beaupre clarified that when he did the outreach to the boating community, 
boat clubs and other members, he was under the understanding that we 
would have to amend the Harbor Code. The last time that we proposed to 
install meters in other locations, we had to amend the Harbor Code. Upon 
reviewing it with the City Attorney, Robert Bryan, he pointed him to Article XI 
that indicated that the director has the authority. He was wrong when he 
communicated that to the clubs. When he sent out the email with the staff 
report, he tried to clarify and indicated that although we really don't need to 
come to the Commission today to ask for authority, we are still going to stay 
with the same protocol andHet the Commission know about the process but 
ultimately, it was the Executive Director that had the authority. 

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Commissioner Lazarus asked if it will be paystations and not meters. Mr. 
Beaupre replied that there will be two paystations and it will be pay and 
display so that vehicles with trailers will have a big "B" on their display ticket 
so parking control officers can see that they are vehicles that have trailers 
and individual vehicles will have regular tickets. 

12. NEW BUSINESS /AGENDA SETTING 

Monique Mover, Executive Director, indicated that Mayor Newsom will be 
submitting the Port's budget and all of the enterprise budgets officially on May 1 , 
2009. We are still working hard to make sure that happens accordingly. The 
budgets will then go to the Board of Supervisors, be referred to their Budget and 
Finance Committee. The Port has been noticed that our hearing will be May 20 
with a follow-up hearing, if needed, on May 27. Our budget is officially due to the 
Board with all the other enterprise departments on May 1 st . At the next 
Commission meeting of May 12, we don't have a long list by number of items but 
each of the items is fairly complex and complicated. The first one is PUC has a 
major sewer improvement project that's going to need to be done in the fair 
weather. We wanted to make sure that they come talk to the Commission. It will 
affect the SWL 351 , up Washington Street, in front of the Hyatt Regency and back 
around One Market Plaza. It's a fairly sizeable project for a sustained period of 
time. In all likelihood, we will need to enter into an MOU with PUC to get that 
project done. We also hope to have a new plan for Lou's Blues whose lease will be 
expiring in the coming years. The much awaited proposed capital plan to talk about 
how staff envisions the revenue bond capacity that we've generated can be 
leveraged will also be presented. Our last revenue bond payment will be on July 1 , 
2009. It will be the first time in 30 years the Port won't have any debt. Staff also 
plans to talk to the Commission about SWL 337 at the next meeting. We have a 
good representation of the full waterfront on the agenda for the May 12, 2009 
meeting. 

Eula Walters indicated that she's against anything that will go through the 
recreational area from Jackson Street. They want to cut through their recreation 
area and go over the SWIL 351 ; it's what they call underground sewer that would 
have to go underneath part of their pool and part of the tennis court. They have 
been trying to do this for more than 30 years. She fought everything that would 
have anything to do with demolishing their pools or their tennis courts. It seems 
that previously they were not able to just open up a public wall from Jackson Street 
to Embarcadero. They are now using the excuse of putting a sewer through 
Jackson over the Embarcadero. This is a way of trying to cram it down their throats 
one way or another but they want to build and the Port wants to build a garage on 
SWL 351 . They've been wanting to do that for years. The condos that are 
supposed to be built by Mr. Snellgrove would be built and attached to the garage. 
They are going to mess up their neighborhood. She's always helped the Port and 
always considered the Port as their neighbor. She does not consider the Port as 
her neighbor anymore. 



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13. PUBLIC COMMENT 

14. COMMUNICATIONS 

15. ADJOURNMENT 

ACTION: Commissioner Lazarus moved approval to adjourn the meeting; 
Commissioner Hardeman seconded the motion. All of the Commissioners were in 
favor. 

Commission President Fong adjourned the meeting at 5:17 p.m. 



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